CUMULUS MEDIA INC
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g76304ex10-1.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

===============================================================================


                                CREDIT AGREEMENT


                                  dated as of


                                 March 28, 2002


                                     among


                               CUMULUS MEDIA INC.



                            The Lenders Party Hereto


                                      and


                              JPMORGAN CHASE BANK,
                            as Administrative Agent

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

                          J.P. MORGAN SECURITIES INC.
                      and BANC OF AMERICA SECURITIES LLC,
                       as Joint Arrangers and Bookrunners


===============================================================================


<PAGE>


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----

<S>                                                                                        <C>
                                   ARTICLE I

                                  Definitions

SECTION 1.01.    Defined Terms.........................................................       1
SECTION 1.02.    Classification of Loans and Borrowings................................      36
SECTION 1.03.    Terms Generally ......................................................      36
SECTION 1.04.    Accounting Terms; GAAP................................................      37


                                   ARTICLE II

                                  The Credits

SECTION 2.01.    Commitments...........................................................      37
SECTION 2.02.    Loans and Borrowings..................................................      37
SECTION 2.03.    Requests for Revolving Borrowings.....................................      38
SECTION 2.04.    Letters of Credit.....................................................      39
SECTION 2.05.    Funding of Borrowings.................................................      45
SECTION 2.06.    Interest Elections....................................................      46
SECTION 2.07.    Termination and Reduction of Commitments..............................      48
SECTION 2.08.    Repayment of Loans; Evidence of Debt..................................      49
SECTION 2.09.    Amortization of Term Loans............................................      50
SECTION 2.10.    Prepayment of Loans...................................................      52
SECTION 2.11.    Fees..................................................................      54
SECTION 2.12.    Interest..............................................................      55
SECTION 2.13.    Alternate Rate of Interest............................................      56
SECTION 2.14.    Increased Costs.......................................................      57
SECTION 2.15.    Break Funding Payments................................................      58
SECTION 2.16.    Taxes.................................................................      59
SECTION 2.17.    Payments Generally; Pro Rata Treatment; Sharing of Set-offs...........      61
SECTION 2.18.    Mitigation Obligations; Replacement of Lenders........................      63
SECTION 2.19.    Incremental Facilities................................................      64
</TABLE>


<PAGE>
                                                                              2


<TABLE>
<S>                                                                                          <C>
                                    ARTICLE III

                           Representations and Warranties

SECTION 3.01.    Organization; Powers..................................................      66
SECTION 3.02.    Authorization; Enforceability.........................................      66
SECTION 3.03.    Governmental Approvals; No Conflicts..................................      66
SECTION 3.04.    Financial Condition; No Material Adverse Change.......................      67
SECTION 3.05.    Properties and Licenses...............................................      68
SECTION 3.06     Litigation and Environmental Matters..................................      69
SECTION 3.07.    Compliance with Laws and Agreements...................................      69
SECTION 3.08.    Investment and Holding Company Status.................................      70
SECTION 3.09.    Taxes.................................................................      70
SECTION 3.10.    ERISA.................................................................      70
SECTION 3.11.    Disclosure............................................................      70
SECTION 3.12.    Subsidiaries..........................................................      71
SECTION 3.13.    Insurance.............................................................      71
SECTION 3.14.    Labor Matters.........................................................      71
SECTION 3.15.    Solvency..............................................................      71
SECTION 3.16.    Senior Indebtedness...................................................      72
SECTION 3.17.    Security Interests....................................................      72


                                     ARTICLE IV

                                                          Conditions

SECTION 4.01.    Effective Date........................................................      72
SECTION 4.02.    Each Credit Event.....................................................      75


                                     ARTICLE V

                               Affirmative Covenants

SECTION 5.01.    Financial Statements and Other Information............................      77
SECTION 5.02.    Notices of Material Events............................................      78
SECTION 5.03.    Information Regarding Collateral......................................      79
SECTION 5.04.    Existence; Conduct of Business........................................      80
SECTION 5.05.    Payment of Obligations................................................      80
SECTION 5.06.    Maintenance of Properties.............................................      80
SECTION 5.07.    Insurance.............................................................      80
SECTION 5.08.    Casualty and Condemnation.............................................      81
SECTION 5.09.    Books and Records; Inspection Rights..................................      81
SECTION 5.10.    Compliance with Laws..................................................      81
SECTION 5.11.    Use of Proceeds and Letters of Credit.................................      81
SECTION 5.12.    Additional Subsidiaries...............................................      82
SECTION 5.13.    Further Assurances....................................................      82
</TABLE>


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                                                                              3


<TABLE>
<S>                                                                                        <C>
                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.    Indebtedness; Certain Equity Interests................................      83
SECTION 6.02.    Liens.................................................................      85
SECTION 6.03.    Fundamental Changes...................................................      86
SECTION 6.04.    Investments, Loans, Advances, Guarantees and Acquisitions.............      87
SECTION 6.05.    Asset Sales...........................................................      89
SECTION 6.06.    Sale and Leaseback Transactions.......................................      90
SECTION 6.07.    Hedging Agreements....................................................      90
SECTION 6.08.    Restricted Payments; Certain Payments of Indebtedness.................      91
SECTION 6.09.    Transactions with Affiliates..........................................      92
SECTION 6.10.    Restrictive Agreements................................................      93
SECTION 6.11.    FCC Licenses and License Subsidiaries.................................      93
SECTION 6.12.    Amendment of Material Documents.......................................      94
SECTION 6.13.    Interest Expense Coverage Ratio.......................................      94
SECTION 6.14.    Total Leverage Ratio..................................................      95
SECTION 6.15.    Senior Leverage Ratio.................................................      95
SECTION 6.16.    Fixed Charge Coverage Ratio...........................................      96
SECTION 6.17.    Capital Expenditures..................................................      96
SECTION 6.18.    Excluded Subsidiaries.................................................      96

                                  ARTICLE VII

                 Events of Default.....................................................      97

                                  ARTICLE VIII

                 The Administrative Agent..............................................     100

                                     ARTICLE IX

                                 Miscellaneous

SECTION 9.01.    Notices...............................................................     103
SECTION 9.02.    Waivers; Amendments...................................................     104
SECTION 9.03.    Expenses; Indemnity; Damage Waiver....................................     106
SECTION 9.04.    Successors and Assigns................................................     108
SECTION 9.05.    Survival..............................................................     112
SECTION 9.06.    Counterparts; Integration; Effectiveness..............................     113
SECTION 9.07.    Severability..........................................................     113
SECTION 9.08.    Right of Setoff.......................................................     113
SECTION 9.09.    Governing Law; Jurisdiction; Consent to Service of Process............     114
SECTION 9.10.    WAIVER OF JURY TRIAL..................................................     114
SECTION 9.11.    Headings..............................................................     115
SECTION 9.12.    Confidentiality.......................................................     115
SECTION 9.13.    Interest Rate Limitation..............................................     116
</TABLE>


<PAGE>
                                                                              4


SCHEDULES:

Schedule 2.01     --       Commitments
Schedule 3.05(c)  --       Real Property
Schedule 3.05(e)  --       FCC Licenses
Schedule 3.06     --       Disclosed Matters
Schedule 3.12     --       Subsidiaries
Schedule 3.13     --       Insurance
Schedule 6.01     --       Existing Indebtedness
Schedule 6.02     --       Existing Liens
Schedule 6.04     --       Existing Investments
Schedule 6.10     --       Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Forms of Opinions of Borrower's Counsel
Exhibit C -- Form of Guarantee and Collateral Agreement


<PAGE>


                                    CREDIT AGREEMENT dated as of March 28,
                           2002, among CUMULUS MEDIA INC., the LENDERS party
                           hereto, and JPMORGAN CHASE BANK, as Administrative
                           Agent.

                  The parties hereto agree as follows:


                                   ARTICLE I

                                  Definitions

                  SECTION 1.01.     Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Alternate Base Rate.

                  "Acquired Business" means any Person, property, business or
asset acquired (or, as applicable, proposed to be acquired) by the Borrower or
a Subsidiary Loan Party pursuant to a Permitted Acquisition.

                  "Acquisition Documents" means the Aurora Acquisition
Agreement, the DBBC Acquisition Agreement and all other material agreements or
documents entered into by the Borrower or any Subsidiary with Aurora (or any of
its members), DBBC or any of their respective subsidiaries in connection with
the Acquisitions, including escrow agreements, assignments, assumption
agreements and indemnity agreements.

                  "Acquisitions" means the Aurora Acquisition and the DBBC
Acquisition.

                  "Additional Lender" has the meaning assigned to such term in
Section 2.19.

                  "Adjusted EBITDA" means, for any period, the Consolidated
EBITDA of the Borrower for such period, adjusted (a) to include the
Consolidated EBITDA of any Acquired Business acquired during such period (and,
solely for purposes of determining whether a proposed acquisition is a
Permitted Acquisition pursuant to clauses (iv) and (v) of the definition of the
term Permitted Acquisition, any Acquired Business that, at the time of
calculation of Adjusted EBITDA for such purpose, has been acquired


<PAGE>
                                                                              2


subsequent to the end of such period and prior to such time as well as that
proposed to be acquired) pursuant to a Permitted Acquisition and not
subsequently sold, transferred or otherwise disposed of during such period (or,
solely for purposes of determining whether a proposed acquisition is a
Permitted Acquisition, subsequent to the end of such period and prior to such
time), based on (i) the actual Consolidated EBITDA of such Acquired Business
for such period (including the portion thereof attributable to such period
prior to the date of acquisition of such Acquired Business), (ii) for purposes
of determining whether a proposed acquisition is a Permitted Acquisition
pursuant to clauses (iv) and (v) of the definition of the term Permitted
Acquisition, giving pro forma effect to identified cost savings from any such
Permitted Acquisition (or proposed acquisition) to the extent that the Borrower
shall demonstrate, in a certificate of its chief financial officer, in detail
and to the reasonable satisfaction of the Administrative Agent, that such cost
savings are achievable during such period and (iii) for purposes of determining
the Total Leverage Ratio and Senior Leverage Ratio, giving pro forma effect, in
the portion of such period occurring prior to the date of consummation of any
such Permitted Acquisition, to identified cost savings from any such Permitted
Acquisition to the extent that the Borrower shall demonstrate, in a certificate
of its chief financial officer, in detail and to the reasonable satisfaction of
the Administrative Agent, that such cost savings are achievable during such
period, and (b) to exclude the Consolidated EBITDA of any Sold Business sold,
transferred or otherwise disposed of during such period (and, solely for
purposes of determining whether a proposed acquisition is a Permitted
Acquisition pursuant to clauses (iv) and (v) of the definition of the term
Permitted Acquisition, any Sold Business that, at the time of calculation of
Adjusted EBITDA for such purpose, has been sold, transferred or otherwise
disposed of subsequent to the end of such period and prior to such time), based
on the actual Consolidated EBITDA of such Sold Business for such period
(including the portion thereof attributable to such period prior to the date of
sale, transfer or disposition of such Sold Business).

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
for such Interest Period multiplied by (b) the Statutory Reserve Rate.


<PAGE>
                                                                              3


                  "Administrative Agent" means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder.

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

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

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "Applicable Percentage" means, with respect to any Revolving
Lender, the percentage of the total Revolving Commitments represented by such
Lender's Revolving Commitment. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the
Revolving Commitments most recently in effect, giving effect to any
assignments.

                  "Applicable Rate" means, for any day (a) with respect to any
Tranche B Term Loan, (i) 2.00% per annum, in the case of an ABR Loan, or (ii)
3.00% per annum, in the case of a Eurodollar Loan, and (b) with respect to any
ABR Loan or Eurodollar Loan that is a Revolving Loan or a Tranche A Term Loan,
as the case may be, the applicable rate per annum set forth below under the
caption "ABR Spread" or "Eurodollar Spread", as the case may be, based upon the
Total Leverage Ratio as of the most recent determination date; provided that
for any day on or prior to December 31, 2002, the "Applicable Rate" for
purposes of clause (b) shall be the applicable rate per annum set forth below
in Category 1:


<PAGE>
                                                                              4


<TABLE>
<CAPTION>
                                 ABR                Eurodollar
Total Leverage Ratio:           Spread                Spread
---------------------           ------              ---------

<S>                             <C>                 <C>
Category 1
                                2.00%                   3.00%

Category 2
>6.00 to 1.00
-
and
<6.50 to 1.00                   1.75%                   2.75%

Category 3
>5.50 to 1.00
-
and
<6.00 to 1.00                   1.50%                   2.50%

Category 4
>5.00 to 1.00
-
and
<5.50 to 1.00                   1.25%                   2.25%

Category 5
>4.50 to 1.00
-
and
<5.00 to 1.00                   1.00%                   2.00%

Category 6
>4.00 to 1.00
-
and
<4.50 to 1.00                   0.75%                   1.75%

Category 7
<4.00 to 1.00                   0.50%                   1.50%

</TABLE>


                  For purposes of the foregoing, (a) the Total Leverage Ratio
shall be determined as of the end of each fiscal quarter of the Borrower's
fiscal year based upon the Borrower's consolidated financial statements
delivered pursuant to Section 5.01(a) or (b) and (b) each change in the
Applicable Rate resulting from a change in the Total Leverage Ratio shall be
effective during the period commencing on and including the date of delivery to
the Administrative Agent of such consolidated financial statements indicating
such change and ending on the date immediately preceding the effective date of
the next such change; provided that the Applicable Rate shall be deemed to be,
with respect to any Revolving Loan or a Tranche A Term Loan, as provided in
Category 1 of the table set forth above, in each case (i) at any time that an
Event of Default has occurred and is continuing or (ii) at the option of the
Administrative Agent or at the request of the Required Lenders if the Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or (b), during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered.


<PAGE>
                                                                              5


                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

                  "Asset Swap Transaction" means a substantially concurrent
purchase and sale, or exchange, of a Broadcasting Asset of the Borrower, or all
the Equity Interests in a Subsidiary owning a Broadcasting Asset, for a
Broadcasting Asset of another Person or group of affiliated Persons, or all the
Equity Interests in a Person or group of affiliated Persons owning a
Broadcasting Asset, provided that (a) the portion of Broadcast Cash Flow (for
the period of four consecutive fiscal quarters most recently ended prior to the
date of such transaction for which financial statements are available)
attributable to the Broadcasting Asset being sold or exchanged and all other
Broadcasting Assets so sold or exchanged pursuant to such transactions during
such period or subsequent to the end of such period and on or prior to the date
of determination shall not exceed 20% of the Broadcast Cash Flow of the
Borrower for such period, (b) the portion of Broadcast Cash Flow (for the
period from the Effective Date to and including the last day of the period of
four consecutive fiscal quarters most recently ended prior to the date of such
transaction for which financial statements are available) attributable to the
Broadcasting Asset being sold or exchanged and all other Broadcasting Assets so
sold or exchanged pursuant to such transactions during such period or
subsequent to the end of such period and on or prior to the date of
determination shall not exceed 45% of the Broadcast Cash Flow of the Borrower
for such period and (c) the Borrower provides the Administrative Agent with
appropriate supporting documentation if reasonably requested by the
Administrative Agent, including any asset purchase and sale or exchange
agreement in connection with such transaction, opinions of counsel in
connection therewith and copies of an FCC consent on Form 732 (or any
comparable form issued by the FCC) relating to the transfer of control or
assignment of the FCC Licenses of


<PAGE>
                                                                              6


the acquired Broadcasting Asset to the Borrower or its Subsidiaries and, unless
the Administrative Agent shall otherwise agree, such consent shall have become
a Final Order. For purposes of determining the portion of Broadcast Cash Flow
attributable to a Broadcasting Asset pursuant to clause (a) or (b) above, if
such Broadcasting Asset was acquired by a Loan Party subsequent to the first
day of the relevant period for which the determination is being made, then the
portion of Broadcast Cash Flow attributable to such Broadcasting Asset for such
period shall be deemed to include the pro forma Broadcast Cash Flow that would
have been attributable to such Broadcasting Asset for the portion of such
period prior to the date of acquisition (as though such Broadcasting Asset had
been acquired on the first day of the relevant period).

                  "Assignment and Acceptance" means an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by the
Administrative Agent, in substantially the form of Exhibit A or any other form
approved by the Administrative Agent.

                  "Aurora" means Aurora Communications, LLC, a Delaware limited
liability company.

                  "Aurora Acquisition" means the acquisition by the Borrower of
the membership interests of Aurora on the terms and subject to the conditions
set forth in the Aurora Acquisition Agreement.

                  "Aurora Acquisition Agreement" means the Acquisition
Agreement dated as of November 18, 2001, as amended through the date of this
Agreement, by and among the Borrower, BA Blocker Acquisition Corp., AA Blocker
Acquisition Corp., Aurora, Aurora Management, Inc., Allied Aurora Acquisition
Corp., Allied Capital Corporation, Allied Capital Corporation, those certain
entities and individuals identified on Appendix A thereto as the "BA Blocker
Corp. Shareholders", those certain entities and individuals identified on
Appendix A thereto as the "Members", Frank Osborn and BankAmerica Capital
Investors SBIC I, L.P.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.


<PAGE>
                                                                              7


                  "Borrower" means Cumulus Media Inc., an Illinois
corporation.

                  "Borrowing" means Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "Broadcasting Asset" means all or substantially all the
assets used and useful for operating a commercial radio broadcast station
pursuant to a FCC License, including the rights to use such FCC License.

                  "Broadcast Cash Flow" means, for any period, Consolidated
EBITDA for such period plus, to the extent deducted in calculating such
Consolidated EBITDA, corporate level general and administrative expenses of the
Borrower and the Subsidiary Loan Parties for such period (calculated in a
manner consistent with the calculation of such expenses in the consolidated
financial statements of the Borrower for such period).

                  "Business Day" means any day that is not a Saturday, Sunday
or other day on which commercial banks in New York City are authorized or
required by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of
the Borrower and its consolidated Subsidiary Loan Parties that are (or would
be) set forth in a consolidated statement of cash flows of the Borrower for
such period prepared in accordance with GAAP and (b) Capital Lease Obligations
incurred by the Borrower and its consolidated Subsidiary Loan Parties during
such period.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall


<PAGE>
                                                                              8


be the capitalized amount thereof determined in accordance with GAAP.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of Equity Interests representing more than 35% of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests in the
Borrower (other than such an acquisition by a Permitted Owner); (b) occupation
of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who were neither (i) nominated by the board of
directors of the Borrower nor (ii) appointed by directors so nominated; (c) the
acquisition of direct or indirect Control of the Borrower by any Person or
group (other than such an acquisition by a Permitted Owner); or (d) a Specified
Change of Control should occur.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "Charges" has the meaning assigned to such term in Section
9.13.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Incremental Revolving Loans, Tranche A Term Loans, Tranche B
Term Loans or Incremental Term Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment,
Incremental Revolving Commitment, Tranche A Commitment, Tranche B Commitment or
Incremental Term Commitment.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.


<PAGE>
                                                                              9


                  "Collateral" means any and all "Collateral", as defined in
any applicable Security Document.

                  "Collateral Agreement" means the Guarantee and Collateral
Agreement among the Loan Parties and the Administrative Agent, substantially in
the form of Exhibit C.

                  "Collateral and Guarantee Requirement" means the requirement
that:

                  (a)      the Administrative Agent shall have received from
         each Loan Party either (i) a counterpart of the Collateral Agreement
         duly executed and delivered on behalf of such Loan Party or (ii) in
         the case of any Person that becomes a Loan Party after the Effective
         Date, a supplement to the Collateral Agreement, in the form specified
         therein, duly executed and delivered on behalf of such Loan Party;

                  (b)      all outstanding Equity Interests of each Subsidiary
         owned by or on behalf of any Loan Party shall have been pledged
         pursuant to the Collateral Agreement (except that such Loan Parties
         shall not be required to pledge more than 65% of the outstanding
         voting Equity Interests of any Foreign Subsidiary that is not a Loan
         Party) and the Administrative Agent shall have received, to the extent
         required by the Collateral Agreement, certificates or other
         instruments representing all such Equity Interests, together with
         stock powers or other instruments of transfer with respect thereto
         endorsed in blank;

                  (c)      all Indebtedness of the Borrower and each Subsidiary
         that is owing to any Loan Party shall be pledged to the Administrative
         Agent pursuant to the Collateral Agreement via book entry as an
         account owing to the Administrative Agent and, to the extent that any
         such Indebtedness is evidenced by a promissory note, the
         Administrative Agent shall have received all such promissory notes,
         together with instruments of transfer with respect thereto endorsed in
         blank;

                  (d)      all documents and instruments, including Uniform
         Commercial Code financing statements, required by law or reasonably
         requested by the Administrative Agent to be filed, registered or
         recorded to create the Liens intended to be created by the Collateral
         Agreement and perfect such Liens to the extent required by, and with
         the priority required by, the Collateral


<PAGE>
                                                                             10


         Agreement, shall have been filed, registered or recorded or delivered
         to the Administrative Agent for filing, registration or recording;

                  (e)      the Administrative Agent shall have received (i)
         counterparts of a Mortgage with respect to each Mortgaged Property
         duly executed and delivered by the record owner of such Mortgaged
         Property, (ii) a policy or policies of title insurance issued by a
         nationally recognized title insurance company insuring the Lien of
         each such Mortgage as a valid first Lien on the Mortgaged Property
         described therein, free of any other Liens except as expressly
         permitted by Section 6.02, together with such endorsements,
         coinsurance and reinsurance as the Administrative Agent or the
         Required Lenders may reasonably request, and (iii) such surveys,
         abstracts, appraisals, legal opinions and other documents as the
         Administrative Agent or the Required Lenders may reasonably request
         with respect to any such Mortgage or Mortgaged Property; and

                  (f)      each Loan Party shall have obtained all consents and
         approvals required to be obtained by it in connection with the
         execution and delivery of all Security Documents to which it is a
         party, the performance of its obligations thereunder and the granting
         by it of the Liens thereunder.

                  "Commitment" means a Revolving Commitment, Tranche A
Commitment or Tranche B Commitment, or any combination thereof (as the context
requires).

                  "Commitment Fee Rate" means, for any computation period,
0.50% per annum; provided that if, for any such period, the Utilization
Percentage is (a) less than 66.67% and greater than or equal to 33.33%, then
the Commitment Fee Rate for such period will be 0.625% per annum or (b) less
than 33.33%, then the Commitment Fee Rate for such period will be 0.75% per
annum.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) consolidated
interest expense for such period plus (ii) consolidated income tax expense for
such period plus (iii) all amounts attributable to depreciation and
amortization for such period plus (iv) any extraordinary, unusual or
non-recurring expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such


<PAGE>
                                                                             11


Consolidated Net Income for such period, losses on sales of assets outside of
the ordinary course of business) for such period plus (v) any other non-cash
charges (other than write-offs or write-downs during such period of inventory,
accounts receivable or any other current assets in the ordinary course of
business), provided that in the event that the Borrower or any Subsidiary Loan
Party makes any cash payment in respect of any such non-cash charge, such cash
payment shall be deducted from Consolidated EBITDA in the period in which such
payment is made, and minus (b) without duplication and to the extent included
in determining such Consolidated Net Income, the sum of (i) any extraordinary,
unusual or non-recurring income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income
for such period, gains on the sales of assets outside of the ordinary course of
business) for such period plus (ii) any other non-cash income, all determined
on a consolidated basis in accordance with GAAP.

                  "Consolidated Fixed Charges" means, for any period, the sum
of (a) Consolidated Interest Expense for such period, (b) the aggregate amount
of scheduled principal payments made during such period in respect of Long-Term
Indebtedness of the Borrower and the Subsidiary Loan Parties (other than
payments made by the Borrower or any Subsidiary Loan Party to the Borrower or a
Subsidiary Loan Party), (c) the aggregate amount of principal payments (other
than scheduled principal payments) made during such period in respect of
Long-Term Indebtedness of the Borrower and the Subsidiary Loan Parties, to the
extent that such payments reduced any scheduled principal payments that would
have become due within one year after the date of the applicable payment, (d)
Maintenance Capital Expenditures for such period, (e) the aggregate amount of
Taxes paid in cash by the Borrower and the Subsidiary Loan Parties during such
period and (f) without duplication, the aggregate amount of dividends paid in
cash by the Borrower and the Subsidiary Loan Parties (except to the extent paid
by a Subsidiary Loan Party to the Borrower or another Subsidiary Loan Party)
during such period; provided that Consolidated Fixed Charges shall not include
any scheduled principal payments (i) in respect of the Revolving Loans and the
Tranche A Term Loans made during the four fiscal quarters ending on the
Revolving Maturity Date and (ii) in respect of the Tranche B Term Loans made
during the four fiscal quarters ending on the Tranche B Maturity Date.

                  "Consolidated Interest Expense" means, for any period, the
excess of (a) the sum of (i) the interest


<PAGE>
                                                                             12


expense (including imputed interest expense in respect of Capital Lease
Obligations) of the Borrower and the Subsidiary Loan Parties for such period,
determined on a consolidated basis in accordance with GAAP plus (ii) any
interest accrued during such period in respect of Indebtedness of the Borrower
or any Subsidiary Loan Party that is required to be capitalized rather than
included in consolidated interest expense for such period in accordance with
GAAP plus (iii) any cash payments made during such period in respect of
obligations referred to in clause (b)(iii) below that were amortized or accrued
in a previous period plus (iv) any cash dividends paid during such period in
respect of the Series A Preferred Stock, minus (b) the sum of (i) interest
income of the Borrower and the Subsidiary Loan Parties for such period,
determined on a consolidated basis in accordance with GAAP plus (ii) to the
extent included in such consolidated interest expense for such period, non-cash
amounts attributable to amortization of financing costs paid in a previous
period plus (iii) to the extent included in such consolidated interest expense
for such period, non-cash amounts attributable to amortization of debt
discounts for such period.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and the Subsidiary Loan Parties for such period
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded from such net income or loss (a) the income of any Person
(other than the Borrower) in which any other Person (other than the Borrower or
any Subsidiary Loan Party or any director holding qualifying shares in
compliance with applicable law) owns an Equity Interest, except to the extent
of the amount of dividends or other distributions actually paid to the Borrower
or any of the Subsidiary Loan Parties during such period, and (b) the income or
loss of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or any Subsidiary or the date
that such Person's assets are acquired by the Borrower or any Subsidiary.

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

                  "DBBC" means DBBC, L.L.C., a Georgia limited liability
company.


<PAGE>
                                                                             13


                  "DBBC Acquisition" means the acquisition by the Borrower of
certain subsidiaries and assets of DBBC on the terms and subject to the
conditions set forth in the DBBC Acquisition Agreement.

                  "DBBC Acquisition Agreement" means the Agreement and Plan of
Merger dated as of December 14, 2001, as amended through the date of this
Agreement, by and among the Borrower, Mt. Juliet Inc., Phoenix Broadcasting
Inc., Phoenix Communications Group, Inc., Mt. Juliet Broadcasting, Inc. and
DBBC.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default.

                  "Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.06.

                  "Disqualified Equity Interest" means, with respect to any
Person, any Equity Interest that by its terms or otherwise (a) matures or is
subject to mandatory redemption or repurchase pursuant to a sinking fund
obligation or otherwise; (b) is convertible into or exchangeable or exercisable
for Indebtedness or any Disqualified Equity Interest at the option of the
holder thereof; or (c) may be required to be redeemed or repurchased at the
option of the holder thereof, in whole or in part, in each case on or prior to
the date that is 180 days after the Tranche B Maturity Date.

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

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


<PAGE>
                                                                             14


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

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interests.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

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

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


<PAGE>
                                                                             15


or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO
Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excess Cash Flow" means, for any fiscal year, the sum
(without duplication) of:

                  (a)      the Consolidated Net Income of the Borrower and its
         consolidated Subsidiary Loan Parties for such fiscal year, adjusted to
         exclude any gains or losses attributable to Prepayment Events; plus

                  (b)      any cash received by the Borrower and its
         consolidated Subsidiary Loan Parties from Excluded Subsidiaries during
         such fiscal year; plus

                  (c)      depreciation, amortization and other non-cash
         charges or losses deducted in determining such consolidated net income
         (or loss) for such fiscal year; plus

                  (d)      the sum of (i) the amount, if any, by which Net
         Working Capital decreased during such fiscal year plus (ii) the net
         amount, if any, by which the consolidated deferred revenues of the
         Borrower and its consolidated Subsidiary Loan Parties increased during
         such fiscal year; minus

                  (e)      the sum of (i) any non-cash gains included in
         determining such consolidated net income (or loss) for such fiscal
         year plus (ii) the amount, if any, by which Net Working Capital
         increased during such fiscal year plus (iii) the net amount, if any,
         by which the consolidated deferred revenues of the Borrower and its
         consolidated Subsidiary Loan Parties decreased during such fiscal
         year; minus


<PAGE>
                                                                             16


                  (f)      Capital Expenditures for such fiscal year (except to
         the extent attributable to the incurrence of Capital Lease Obligations
         or otherwise financed by incurring Long-Term Indebtedness); minus

                  (g)      the aggregate principal amount of Long-Term
         Indebtedness repaid or prepaid by the Borrower and its consolidated
         Subsidiary Loan Parties during such fiscal year, excluding (i)
         Indebtedness in respect of Revolving Loans and Letters of Credit, (ii)
         Term Loans prepaid pursuant to Section 2.10(c) or (d) and (iii)
         repayments or prepayments of Long-Term Indebtedness financed by
         incurring other Long-Term Indebtedness; minus

                  (h)      the sum of (i) the aggregate principal amount of
         Series A Preferred Stock purchased or redeemed during such fiscal year
         plus (ii) the aggregate amount of dividends paid in cash in respect of
         Series A Preferred Stock during such fiscal year, in each case in
         accordance with the terms of this Agreement.

                  "Excluded Subsidiary" means, subject to Section 6.18, (a)
Foreign Subsidiaries and (b) Broadcast Software International Inc., Cumulus
Internet Services Inc., Cumulus Telecommunications Inc., Southern Outdoor
Graphics, Inc., Express Signs Inc. and their respective Subsidiaries.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.18(b)), any withholding tax that (i) is in effect and
would apply to amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment),
to receive additional amounts from the Borrower with respect to any withholding
tax pursuant to Section 2.16(a), or (ii) is


<PAGE>
                                                                             17


attributable to such Foreign Lender's failure to comply with Section 2.16(e).

                  "Existing Credit Agreement" means the $225,000,000 Amended
and Restated Credit Agreement dated as of August 31, 1999, as amended, by and
among the Borrower, the several lenders from time to time party thereto, Lehman
Brothers Inc., as arranger, Barclays Capital, as syndication agent, and Lehman
Commercial Paper Inc., as administrative agent.

                  "FCC" means the United States Federal Communications
Commission or any successor agency thereof.

                  "FCC License" means any license granted by the FCC to the
Borrower or any Subsidiary or that is used by the Borrower or any Subsidiary in
the conduct of its business.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding 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
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Final Order" means, with respect to the assignment or
transfer of any FCC License, an order of the FCC approving such assignment or
transfer that is final (i.e., no longer subject to further judicial or
administrative review), as to which no requests for judicial or administrative
review are pending and that has not been reversed, stayed, enjoined, set aside,
annulled or suspended.

                  "Financial Officer" means the chief financial officer, vice
president of finance, principal accounting officer, treasurer or controller of
the Borrower.

                  "Financing Transactions" means the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is to be a
party, the borrowing of Loans, the use of the proceeds thereof and the issuance
of Letters of Credit hereunder.


<PAGE>
                                                                             18


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

                  "Foreign Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing


<PAGE>
                                                                             19


materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

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

                  "Incremental Facilities" has the meaning assigned to such
term in Section 2.19.

                  "Incremental Facility Amendment" has the meaning assigned to
such term in Section 2.19.

                  "Incremental Revolving Commitment" means, with respect to
each Lender, the commitment, if any, of such Lender to make Incremental
Revolving Loans pursuant to the terms of an Incremental Facility Amendment.

                  "Incremental Revolving Exposure" means, with respect to any
Incremental Lender at any time, the aggregate principal amount of such
Incremental Revolving Lender's Incremental Revolving Loans at such time.

                  "Incremental Revolving Facility" has the meaning assigned to
such term in Section 2.19.

                  "Incremental Revolving Lender" means a Lender with an
Incremental Revolving Commitment or, if the Incremental Revolving Commitments
have terminated or expired, a Lender with Incremental Revolving Exposure.

                  "Incremental Revolving Loan" means a Loan made pursuant to an
Incremental Revolving Facility.

                  "Incremental Term Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make an Incremental Term Loan
pursuant to the terms of an Incremental Facility Amendment.

                  "Incremental Term Facility" has the meaning assigned to such
term in Section 2.19.

                  "Incremental Term Lender" means a Lender with an Incremental
Term Commitment or an outstanding Incremental Term Loan.


<PAGE>
                                                                             20


                  "Incremental Term Loan" means a Loan made pursuant to an
Incremental Term Facility.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (e) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty and (i) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person's ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Information Memorandum" means the Confidential Information
Memorandum dated February 2002 relating to the Borrower and the Transactions.

                  "Interest Election Request" means a request by the Borrower
to convert or continue a Revolving Borrowing or Term Borrowing in accordance
with Section 2.06.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan,


<PAGE>
                                                                             21


the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months' duration after
the first day of such Interest Period.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three
or six months thereafter, as the Borrower may elect; provided, that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "Issuing Bank" means JPMorgan Chase Bank, in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.04(i). The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term "Issuing Bank" shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements that have not yet been
reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any


<PAGE>
                                                                             22


Revolving Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time.

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

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance or an Incremental Facility Amendment, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Acceptance.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m.,


<PAGE>
                                                                             23


London time, two Business Days prior to the commencement of such Interest
Period.

                  "License Subsidiary" has the meaning assigned to such term in
Section 6.11.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.

                  "Loan Documents" means this Agreement, the Collateral
Agreement and the other Security Documents.

                  "Loan Parties" means the Borrower and the Subsidiary Loan
Parties.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "Long-Term Indebtedness" means any Indebtedness that, in
accordance with GAAP, constitutes (or, when incurred, constituted) a long-term
liability.

                  "Maintenance Capital Expenditures" means, for any period,
that portion of Capital Expenditures made during such period for the sole
purpose of maintaining radio broadcast stations owned and operated by the
Borrower and the Subsidiary Loan Parties, provided that the aggregate amount of
such Capital Expenditures for any period of four consecutive fiscal quarters
shall not exceed the product of (a) $30,000 multiplied by (b) the number of
radio broadcast stations owned and operated by the Borrower and the Subsidiary
Loan Parties on the first day of such period.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations or condition, financial or otherwise, of
the Borrower and the Subsidiary Loan Parties taken as a whole, (b) the ability
of any Loan Party to perform any of its obligations under any Loan


<PAGE>
                                                                             24


Document or (c) the rights of or benefits available to the Lenders under any
Loan Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and the Subsidiary Loan Parties
in an aggregate principal amount exceeding $10,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Borrower or any Subsidiary Loan Party in respect of any Hedging Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary Loan Party would be required
to pay if such Hedging Agreement were terminated at such time.

                  "Maximum Rate" has the meaning assigned to such term in
Section 9.13.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Mortgage" means a mortgage, deed of trust, assignment of
leases and rents, leasehold mortgage or other security document granting a Lien
on any Mortgaged Property to secure the Obligations. Each Mortgage shall be
satisfactory in form and substance to the Administrative Agent.

                  "Mortgaged Property" means each parcel of real property and
the improvements thereto with respect to which a Mortgage is granted pursuant
to Section 5.12 or 5.13.

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

                  "Net Proceeds" means, with respect to any event, (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by the Borrower and
the Subsidiary Loan Parties to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), the amount of all
payments required to be made by the Borrower
<PAGE>
                                                                             25


and the Subsidiary Loan Parties as a result of such event to repay Indebtedness
(other than Loans) secured by such asset and (iii) the amount of all taxes paid
(or reasonably estimated to be payable) by the Borrower or any of the Subsidiary
Loan Parties, and the amount of any reserves established by the Borrower and the
Subsidiary Loan Parties to fund contingent liabilities reasonably estimated to
be payable, in each case during the year that such event occurred or the next
succeeding year and that are directly attributable to such event (as determined
reasonably and in good faith by the chief financial officer of the Borrower).

                  "Net Working Capital" means, at any date, (a) the
consolidated current assets of the Borrower and its consolidated Subsidiary
Loan Parties as of such date (excluding cash and Permitted Investments) minus
(b) the consolidated current liabilities of the Borrower and its consolidated
Subsidiary Loan Parties as of such date (excluding current liabilities in
respect of Indebtedness). Net Working Capital at any date may be a positive or
negative number. Net Working Capital increases when it becomes more positive or
less negative and decreases when it becomes less positive or more negative.

                  "Non-Recourse Debt" means Indebtedness (a) as to which
neither the Borrower nor any Subsidiary Loan Party (i) provides any Guarantee
or credit support of any kind (including any undertaking, guarantee, indemnity,
agreement or instrument that would constitute Indebtedness) or (ii) is directly
or indirectly liable for (as a guarantor or otherwise), in each case, except to
the extent permitted by Section 6.04, (b) no default with respect to which
would permit any holder of any Indebtedness (other than the Loans) of the
Borrower or any Subsidiary Loan Party to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity and (c) the explicit terms of which provide that there is
no recourse against the Equity Interests in or any assets of the Borrower or
any Subsidiary Loan Party.

                  "Obligations" has the meaning assigned to such term in the
Collateral Agreement.

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


<PAGE>
                                                                             26


                  "PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.

                  "Perfection Certificate" means a certificate in the form of
Exhibit II to the Collateral Agreement or any other form approved by the
Administrative Agent.

                  "Permitted Acquisition" means (a) the Acquisitions and (b)
any Asset Swap Transaction or any other acquisition of all or substantially all
the assets of, or Equity Interests in, a Person or division or line of business
of a Person that is engaged in a line or lines of business reasonably related
(ancillary or complementary) to the line of business or lines of business of
the Borrower or any Subsidiary Loan Party if, immediately after giving effect
thereto, (i) no Default has occurred and is continuing or would result
therefrom, (ii) all transactions related thereto are consummated in accordance
with applicable laws, (iii) in the case of an acquisition of Equity Interests
in a Person, 100% of the Equity Interests in such Person, and any other
Subsidiary resulting from such acquisition, shall be owned directly or
indirectly by the Borrower or a Subsidiary Loan Party and all actions required
to be taken, if any, with respect to each Subsidiary resulting from such
acquisition under Sections 5.12 and 5.13 have been taken, (iv) the Borrower and
the Subsidiary Loan Parties are in compliance, on a pro forma basis after
giving effect to such acquisition, with the covenants contained in Sections
6.13, 6.14, 6.15 and 6.16 recomputed as of the last day of the most recently
ended fiscal quarter of the Borrower for which financial statements are
available as if such acquisition had occurred on the first day of each relevant
period for testing such compliance (using Adjusted EBITDA in lieu of
Consolidated EBITDA for the relevant period) and (v) in the case of any such
acquisition (or series or group of related acquisitions) in which the aggregate
fair market value of the assets acquired exceeds $7,500,000, the Borrower has
delivered to the Administrative Agent an officers' certificate to the effect
set forth in clauses (i), (iii) and (iv) above, together with all relevant
financial information for the business or entity being acquired.
Notwithstanding clause (iii) above, in the case of an acquisition of 100% of
the Equity Interests in a Person that satisfies the other conditions applicable
to a Permitted Acquisition, such acquisition shall not fail to qualify as a
Permitted Acquisition solely by reason of such Person having


<PAGE>
                                                                             27


subsidiaries that are not wholly owned by such Person immediately prior to such
acquisition, provided that, at the time of such acquisition, the Adjusted
EBITDA attributable to all such non-wholly owned subsidiaries for the period of
four consecutive fiscal quarters most recently ended prior to the date of such
acquisition for which financial information is available does not exceed 10% of
Adjusted EBITDA of such acquired Person for the same period.

                  "Permitted Encumbrances" means:

                  (a)      Liens imposed by law for taxes that are not yet due
         or are being contested in compliance with Section 5.05;

                  (b)      carriers', warehousemen's, mechanics',
         materialmen's, repairmen's and other like Liens imposed by law,
         arising in the ordinary course of business and securing obligations
         that are not overdue by more than 30 days or are being contested in
         compliance with Section 5.05;

                  (c)      pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                  (d)      deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e)      judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article VII; and

                  (f)      easements, zoning restrictions, rights-of-way and
         similar encumbrances on real property imposed by law or arising in the
         ordinary course of business that do not secure any monetary
         obligations and do not materially detract from the value of the
         affected property or interfere with the ordinary conduct of business
         of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.


<PAGE>
                                                                             28


                  "Permitted Investments" means:

                  (a)      direct obligations of, or obligations the principal
         of and interest on which are unconditionally guaranteed by, the United
         States of America (or by any agency thereof to the extent such
         obligations are backed by the full faith and credit of the United
         States of America), in each case maturing within one year from the
         date of acquisition thereof;

                  (b)      investments in commercial paper maturing within 270
         days from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;

                  (c)      investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date
         of acquisition thereof issued or guaranteed by or placed with, and
         money market deposit accounts issued or offered by, any domestic
         office of any commercial bank organized under the laws of the United
         States of America or any State thereof which has a combined capital
         and surplus and undivided profits of not less than $500,000,000;

                  (d)      fully collateralized repurchase agreements with a
         term of not more than 30 days for securities described in clause (a)
         above and entered into with a financial institution satisfying the
         criteria described in clause (c) above; and

                  (e)      to the extent not covered by clauses (a) through (d)
         above, (i) any letter-of-credit-backed seven-day put bonds, (ii) 7-,
         28- and 35-day auction rate or re-marked taxable or tax-free paper,
         (iii) 49- day money market preferred stock and (iv) any Dutch auction
         municipal preferred stock, in each case having, at the date of
         acquisition thereof, a credit rating of (A) A or better from S&P and
         (B) A3 or better from Moody's.

                  "Permitted Owner" means any Principal or, with respect to
such Principal, (a) any spouse or immediate family member of such Principal or
(b) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist


<PAGE>
                                                                             29


of such Principal and/or such other Persons referred to in the immediately
preceding clause (a).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

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

                  "Prepayment Event" means:

                  (a)      any sale, transfer or other disposition (including
         pursuant to a sale and leaseback transaction) of any property or asset
         of the Borrower or any Subsidiary Loan Party, other than (i)
         dispositions described in clauses (a), (b) and (d) of Section 6.05 and
         (ii) other dispositions resulting in aggregate Net Proceeds not
         exceeding $250,000 during any fiscal year of the Borrower; or

                  (b)      any casualty or other insured damage to, or any
         taking under power of eminent domain or by condemnation or similar
         proceeding of, any property or asset of the Borrower or any Subsidiary
         Loan Party, but only to the extent that (i) the Net Proceeds therefrom
         have not been applied or committed by contract to be applied to
         repair, restore or replace such property or asset within 180 days
         after such event or (ii) in the case of any such Net Proceeds
         committed to be so applied (but not yet applied) as of the date that
         is 180 days after such event, such Net Proceeds have not been so
         applied within 360 days after such event; or

                  (c)      the incurrence by the Borrower or any Subsidiary
         Loan Party of any Indebtedness at any time when the Total Leverage
         Ratio is greater than or equal to 5.00 to 1.00 after giving effect to
         such incurrence, but excluding any Indebtedness permitted by Section
         6.01.


<PAGE>
                                                                             30


                  "Principal" means Richard W. Weening and Lewis W. Dickey, Jr.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall
be effective from and including the date such change is publicly announced as
being effective.

                  "Register" has the meaning assigned to such term in Section
9.04.

                  "Reinvestment Amount" has the meaning assigned to such term
in Section 2.10(c).

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

                  "Required Lenders" means, at any time, Lenders having
Revolving Exposures, Incremental Revolving Exposures, Term Loans, Incremental
Term Loans and unused Commitments representing more than 50% of the sum of the
total Revolving Exposures, Incremental Revolving Exposures, outstanding Term
Loans, outstanding Incremental Term Loans and unused Commitments at such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any such Equity Interests in the Borrower or any Subsidiary or
any option, warrant or other right to acquire any such Equity Interests in the
Borrower or any Subsidiary.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of the Revolving
Maturity Date and the date of termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of


<PAGE>
                                                                             31


Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Revolving Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.07 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $112,500,000.

                  "Revolving Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure at such time.

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.

                  "Revolving Loan" means a Loan made pursuant to clause (c) of
Section 2.01.

                  "Revolving Maturity Date" means March 28, 2009; provided that
(a) if all the outstanding 2008 Subordinated Notes have not been fully
refinanced or repaid in compliance with this Agreement prior to December 31,
2007, then the "Revolving Maturity Date" will be December 31, 2007, and (b) if
clause (a) does not apply and if all the outstanding shares of Series A
Preferred Stock have not been fully refinanced or redeemed in compliance with
this Agreement prior to December 31, 2008, then the "Revolving Maturity Date"
will be December 31, 2008.

                  "Security Documents" means the Collateral Agreement, the
Mortgages and each other security agreement or other instrument or document
executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the
Obligations.

                  "Senior Indebtedness" means, as of any date, Total
Indebtedness as of such date excluding the portion of Total Indebtedness as of
such date represented by the 2008 Subordinated Notes, the Subordinated Exchange
Debentures and any other Indebtedness that is permitted by Section 6.01 and
which (a) is subordinate to the Obligations on terms no less favorable to the
Lenders than the subordination provisions of the 2008 Subordinated Notes, (b)
matures no earlier than


<PAGE>
                                                                             32


the date that is six months after the Tranche B Maturity Date, (c) does not
require the mandatory payment of any principal amount on or prior to the date
that is 180 days after the Tranche B Maturity Date and (d) may not be required
to be redeemed or repurchased at the option of the holder thereof, in whole or
in part, in each case on or prior to the date that is 180 days after the
Tranche B Maturity Date.

                  "Senior Leverage Ratio" means, on any date, the ratio of (a)
Senior Indebtedness as of such date to (b) Adjusted EBITDA for the period of
four consecutive fiscal quarters of the Borrower ended on such date (or, if
such date is not the last day of a fiscal quarter, ended on the last day of the
fiscal quarter of the Borrower most recently ended prior to such date).

                  "Series A Preferred Certificate of Designation" means the
Statement of Resolutions Fixing Terms of Voting Power, Preferences and
Relative, Participating, Optional and Other Special Rights and Qualifications,
Limitations and Restrictions of the Series A Preferred Stock of the Borrower
dated as of June 24, 1998.

                  "Series A Preferred Stock" means the 13 3/4% Series A
Cumulative Exchangeable Redeemable Preferred Stock due 2009 issued by the
Borrower.

                  "Sold Business" means any Person, property, business or asset
sold, transferred or otherwise disposed of by the Borrower or any Subsidiary
Loan Party, other than in the ordinary course of business.

                  "Specified Change of Control" means a "Change of Control" (or
an event of similar designation) as defined in the 2008 Subordinated Notes
Indenture or the Subordinated Exchange Debenture Indenture.

                  "S&P" means Standard & Poor's.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal
to three months and (b) with respect to


<PAGE>
                                                                             33


the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

                  "Subordinated Exchange Debenture Indenture" means the
indenture to be entered into by the Borrower and U.S. Bank Trust National
Association, as trustee, in connection with the issuance of the Subordinated
Exchange Debentures, together with all instruments and other agreements entered
by the Borrower in connection therewith, in the form attached as Annex A to the
Series A Preferred Certificate of Designation.

                  "Subordinated Exchange Debentures" means any subordinated
exchange debentures of the Borrower issued in exchange for shares of Series A
Preferred Stock as contemplated by the Series A Preferred Certificate of
Designation.

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

                  "Subsidiary" means any subsidiary of the Borrower. For
purposes of the representations and warranties made herein on (and the
conditions to borrowing on) the Effective Date, the term "Subsidiary" includes
each Person that will become a Subsidiary upon consummation of the
Acquisitions.


<PAGE>
                                                                             34


                  "Subsidiary Loan Party" means any Subsidiary that is not an
Excluded Subsidiary.

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

                  "Term Loans" means Tranche A Term Loans and Tranche B Term
Loans.

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next
preceding Business Day) by the Board through the public information telephone
line of the Federal Reserve Bank of New York (which rate will, under the
current practices of the Board, be published in Federal Reserve Statistical
Release H.15(519) during the week following such day) or, if such rate is not
so reported on such day or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of deposit of major
money center banks in New York City received at approximately 10:00 a.m., New
York City time, on such day (or, if such day is not a Business Day, on the next
preceding Business Day) by the Administrative Agent from three negotiable
certificate of deposit dealers of recognized standing selected by it.

                  "Total Indebtedness" means, as of any date, the sum of (a)
the aggregate principal amount of Indebtedness of the Borrower and the
Subsidiary Loan Parties outstanding as of such date, in the amount that would
be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, plus (b) the aggregate principal amount of
Indebtedness of the Borrower and the Subsidiary Loan Parties outstanding as of
such date that is not required to be reflected on a balance sheet in accordance
with GAAP, determined on a consolidated basis; provided that, for purposes of
clause (b) above, the term "Indebtedness" shall not include contingent
obligations of the Borrower or any Subsidiary Loan Party as an account party in
respect of any letter of credit or letter of guaranty unless such letter of
credit or letter of guaranty supports an obligation that constitutes
Indebtedness.

                  "Total Leverage Ratio" means, on any date, the ratio of (a)
Total Indebtedness as of such date to (b) Adjusted EBITDA for the period of
four consecutive fiscal quarters of the Borrower ended on such date (or, if
such date is not the last day of a fiscal quarter, ended on the


<PAGE>
                                                                             35


last day of the fiscal quarter of the Borrower most recently ended prior to
such date).

                  "Tranche A Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche A Term Loan hereunder
on the Effective Date, expressed as an amount representing the maximum
principal amount of the Tranche A Term Loan to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.07 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Tranche A Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche A Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche A Commitments is $112,500,000.

                  "Tranche A Lender" means a Lender with a Tranche A Commitment
or an outstanding Tranche A Term Loan.

                  "Tranche A Maturity Date" means March 28, 2009; provided that
(a) if all the outstanding 2008 Subordinated Notes have not been fully
refinanced or repaid in compliance with this Agreement prior to December 31,
2007, then the "Tranche A Maturity Date" will be December 31, 2007, and (b) if
clause (a) does not apply and if all the outstanding shares of Series A
Preferred Stock have not been fully refinanced or redeemed in compliance with
this Agreement prior to December 31, 2008, then the "Tranche A Maturity Date"
will be December 31, 2008.

                  "Tranche A Term Loan" means a Loan made pursuant to clause
(a) of Section 2.01.

                  "Tranche B Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche B Term Loan hereunder
on the Effective Date, expressed as an amount representing the maximum
principal amount of the Tranche B Term Loan to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.07 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Tranche B Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche B Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche B Commitments is $175,000,000.


<PAGE>
                                                                             36


                  "Tranche B Lender" means a Lender with a Tranche B Commitment
or an outstanding Tranche B Term Loan.

                  "Tranche B Maturity Date" means March 28, 2010; provided that
(a) if all the outstanding 2008 Subordinated Notes have not been fully
refinanced or repaid in compliance with this Agreement prior to December 31,
2007, then the "Tranche B Maturity Date" will be December 31, 2007, and (b) if
clause (a) does not apply and if all the outstanding shares of Series A
Preferred Stock have not been fully refinanced or redeemed in compliance with
this Agreement prior to December 31, 2008, then the "Tranche B Maturity Date"
will be December 31, 2008.

                  "Tranche B Term Loan" means a Loan made pursuant to clause
(b) of Section 2.01.

                  "Transaction Costs" means the fees and expenses incurred or
borne by the Borrower and the Subsidiaries in connection with the Transactions.

                  "Transactions" means the Acquisitions and the Financing
Transactions.

                  "2008 Subordinated Notes" means the Borrower's 10 3/8% Senior
Subordinated Notes due July 1, 2008.

                  "2008 Subordinated Notes Indenture" means the Indenture dated
as of July 1, 1998, among the Borrower, the subsidiaries listed therein and
Firstar Bank of Minnesota, N.A., as trustee, in respect of the 2008
Subordinated Notes.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Utilization Percentage" means, for any computation period,
the percentage equivalent of a fraction (a) the numerator of which is the
aggregate average daily used amount of the Revolving Commitments during such
period (as determined in accordance with paragraph (a) of Section 2.11) and (b)
the denominator of which is the aggregate average daily amount of the Revolving
Commitments for such period.


<PAGE>
                                                                             37


                  "Withdrawal Liability" means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02.     Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03.     Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  SECTION 1.04.     Accounting Terms; GAAP. (a) Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be


<PAGE>
                                                                             38


construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.

                  (b)      Any accounting or financial determination to be made
in respect of the Borrower and the Subsidiary Loan Parties on a consolidated
basis shall be made excluding the accounts of the Excluded Subsidiaries that
would otherwise be consolidated therewith in accordance with GAAP.


                                   ARTICLE II

                                  The Credits

                  SECTION 2.01.     Commitments. Subject to the terms and
conditions set forth herein, each Lender agrees (a) to make a Tranche A Term
Loan to the Borrower on the Effective Date in an aggregate principal amount not
exceeding such Lender's Tranche A Commitment, (b) to make a Tranche B Term Loan
to the Borrower on the Effective Date in an aggregate principal amount not
exceeding such Lender's Tranche B Commitment and (c) to make Revolving Loans to
the Borrower from time to time during the Revolving Availability Period in an
aggregate principal amount that will not result in such Lender's Revolving
Exposure exceeding such Lender's Revolving Commitment. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of
Term Loans may not be reborrowed.

                  SECTION 2.02.     Loans and Borrowings. (a) Each Loan shall
be made as part of a Borrowing consisting of Loans of the same Class and Type
made by the Lenders ratably


<PAGE>
                                                                             39


in accordance with their respective Commitments of the applicable Class. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required.

                  (b)      Subject to Section 2.13, each Revolving Borrowing
and Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans
as the Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

                  (c)      At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $250,000 and not less than $500,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that
is required to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.04(e). Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
than a total of fifteen Eurodollar Borrowings outstanding.

                  (d)      Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request, or to elect to
convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Maturity Date, Tranche A Maturity
Date or Tranche B Maturity Date, as applicable.

                  SECTION 2.03.     Requests for Borrowings. To request a
Revolving Borrowing or Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 12:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of
an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of
the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand


<PAGE>
                                                                             40


delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

                  (i)      whether the requested Borrowing is to be a Revolving
         Borrowing, Tranche A Term Borrowing or Tranche B Term Borrowing;

                  (ii)     the aggregate amount of such Borrowing;

                  (iii)    the date of such Borrowing, which shall be a
         Business Day;

                  (iv)     whether such Borrowing is to be an ABR Borrowing or
         a Eurodollar Borrowing;

                  (v)      in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vi)     the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04.     Letters of Credit. (a) General. Subject to
the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Revolving Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of


<PAGE>
                                                                             41


Credit, the terms and conditions of this Agreement shall control.

                  (b)      Notice of Issuance, Amendment, Renewal, Extension;
Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on
the Issuing Bank's standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only
if (and upon issuance, amendment, renewal or extension of each Letter of Credit
the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension, (i) the LC Exposure
shall not exceed $25,000,000 and (ii) the total Revolving Exposures shall not
exceed the total Revolving Commitments.

                  (c)      Expiration Date. Each Letter of Credit shall expire
at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Revolving Maturity Date.

                  (d)      Participations. By the issuance of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof)
and without any further action on the part of the Issuing Bank or the Lenders,
the Issuing Bank hereby grants to each Revolving Lender, and each Revolving
Lender hereby acquires from the Issuing Bank, a participation in such Letter of
Credit equal to such


<PAGE>
                                                                             42


Lender's Applicable Percentage of the aggregate amount available to be drawn
under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

                  (e)      Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 12:00 noon, New York City time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice
of such LC Disbursement prior to 10:00 a.m., New York City time, on such date,
or, if such notice has not been received by the Borrower prior to such time on
such date, then not later than 12:00 noon, New York City time, on (i) the
Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of
receipt; provided that, if such LC Disbursement is not less than $500,000, the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that such payment be financed with an ABR
Revolving Borrowing in an equivalent amount and, to the extent so financed, the
Borrower's obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Revolving Lender
of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Revolving Lender's Applicable Percentage thereof.
Promptly following receipt of such notice, each Revolving Lender shall pay to
the Administrative Agent its Applicable


<PAGE>
                                                                             43


Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.05 with respect to Loans made by such Revolving Lender
(and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of
the Revolving Lenders), and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Revolving Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Revolving Lenders and the Issuing Bank as their interests may appear. Any
payment made by a Revolving Lender pursuant to this paragraph to reimburse the
Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving
Loans as contemplated above) shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.

                  (f)      Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii)
any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower's obligations
hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank,
nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in


<PAGE>
                                                                             44


interpretation of technical terms or any consequence arising from causes beyond
the control of the Issuing Bank; provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

                  (g)      Disbursement Procedures. The Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank shall
promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Revolving Lenders with respect
to any such LC Disbursement.

                  (h)      Interim Interest. If the Issuing Bank shall make any
LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Revolving
Loans; provided that, if the Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (e) of this Section, then Section 2.12(c) shall
apply. Interest accrued pursuant to


<PAGE>
                                                                             45


this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall
be for the account of such Lender to the extent of such payment.

                  (i)      Replacement of the Issuing Bank. The Issuing Bank
may be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.
The Administrative Agent shall notify the Lenders of any such replacement of
the Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the
term "Issuing Bank" shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.

                  (j)      Cash Collateralization. If any Event of Default
shall occur and be continuing, on the Business Day that the Borrower receives
notice from the Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing a majority of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (h) or (i) of Article VII. The
Borrower also shall deposit cash collateral pursuant to this paragraph as and
to the extent required by Section 2.10(b). Each such deposit shall be held by
the


<PAGE>
                                                                             46


Administrative Agent as collateral for the payment and performance of the
Obligations. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Revolving Lenders with LC Exposure representing
a majority of the total LC Exposure), be applied to satisfy other Obligations.
If the Borrower is required to provide an amount of cash collateral hereunder
as a result of the occurrence of an Event of Default, such amount (to the
extent not applied as aforesaid) shall be returned to the Borrower within three
Business Days after all Events of Default have been cured or waived. If the
Borrower is required to provide an amount of cash collateral hereunder pursuant
to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower as and to the extent that, after giving effect to
such return, the Borrower would remain in compliance with Section 2.10(b) and
no Default shall have occurred and be continuing.

                  SECTION 2.05.     Funding of Borrowings. (a) Each Lender
shall make each Loan to be made by it hereunder on the proposed date thereof by
wire transfer of immediately available funds by 12:00 noon, New York City time,
to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders. The Administrative Agent will make such
Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable
Borrowing Request; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be
remitted by the Administrative Agent to the Issuing Bank.


<PAGE>
                                                                             47


                  (b)      Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's share
of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this
Section and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

                  SECTION 2.06.     Interest Elections. (a) Each Revolving
Borrowing and Term Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different
Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.

                  (b)      To make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such


<PAGE>
                                                                             48


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

                  (c)      Each telephonic and written Interest Election
Request shall specify the following information in compliance with Section
2.02:

                  (i)      the Borrowing to which such Interest Election
         Request applies and, if different options are being elected with
         respect to different portions thereof, the portions thereof to be
         allocated to each resulting Borrowing (in which case the information
         to be specified pursuant to clauses (iii) and (iv) below shall be
         specified for each resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv)     if the resulting Borrowing is a Eurodollar
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d)      Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e)      If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
continued as a Eurodollar Borrowing with an


<PAGE>
                                                                             49


Interest Period of one month. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto.

                  SECTION 2.07.     Termination and Reduction of Commitments.
(a) Unless previously terminated, (i) the Tranche A Commitments and Tranche B
Commitments shall terminate at 5:00 p.m., New York City time, on the Effective
Date and (ii) the Revolving Commitments shall terminate on the Revolving
Maturity Date.

                  (b)      The Borrower may at any time terminate, or from time
to time reduce, the Commitments of any Class; provided that (i) each reduction
of the Commitments of any Class shall be in an amount that is an integral
multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall
not terminate or reduce the Revolving Commitments if, after giving effect to
any concurrent prepayment of the Revolving Loans in accordance with Section
2.10, the sum of the Revolving Exposures would exceed the total Revolving
Commitments.

                  (c)      The Revolving Commitments shall be reduced on each
date set forth below in an aggregate principal amount equal to the amount set
forth opposite such date:


<TABLE>
<CAPTION>
Date                                                                         Amount
----                                                                       ----------

<S>                                                                        <C>
June 30, 2004..............................................................$2,812,500
September 30, 2004.........................................................$2,812,500
December 31, 2004..........................................................$2,812,500
March 31, 2005.............................................................$2,812,500
June 30, 2005..............................................................$4,218,750
September 30, 2005.........................................................$4,218,750
December 31, 2005..........................................................$4,218,750
March 31, 2006.............................................................$4,218,750
June 30, 2006..............................................................$5,625,000
September 30, 2006.........................................................$5,625,000
December 31, 2006..........................................................$5,625,000
March 31, 2007.............................................................$5,625,000
June 30, 2007..............................................................$5,625,000
September 30, 2007.........................................................$5,625,000
December 31, 2007..........................................................$5,625,000
March 31, 2008.............................................................$5,625,000
June 30, 2008..............................................................$9,843,750
September 30, 2008.........................................................$9,843,750
December 31, 2008..........................................................$9,843,750
Revolving Maturity Date ...................................................$9,843,750
</TABLE>


<PAGE>
                                                                             50


                  (d)      The Borrower shall notify the Administrative Agent
of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied. Any termination or reduction of the
Commitments of any Class shall be permanent. Each reduction of the Commitments
of any Class shall be made ratably among the Lenders in accordance with their
respective Commitments of such Class.

                  SECTION 2.08.     Repayment of Loans; Evidence of Debt. (a)
The Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the
Administrative Agent for the account of each Term Lender the then unpaid
principal amount of each Term Loan of such Lender as provided in Section 2.09.

                  (b)      Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.

                  (c)      The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and


<PAGE>
                                                                             51


payable from the Borrower to each Lender hereunder and (iii) the amount of any
sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender's share thereof.

                  (d)      The entries made in the accounts maintained pursuant
to paragraph (b) or (c) of this Section shall be, absent manifest error, prima
facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans in accordance with the terms of
this Agreement.

                  (e)      Any Lender may request that Loans of any Class made
by it be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).

                  SECTION 2.09.     Amortization of Term Loans. (a) Subject to
adjustment pursuant to paragraph (d) of this Section, the Borrower shall repay
Tranche A Term Borrowings on each date set forth below in the aggregate
principal amount equal to the product of (i) the aggregate amount of the
initial Tranche A Commitments multiplied by (ii) the percentage set forth
opposite such date:


<TABLE>
<CAPTION>
Date                                                                    Percentage
----                                                                    ----------

<S>                                                                     <C>
June 30, 2003..............................................................1.25%
September 30, 2003.........................................................1.25%
December 31, 2003..........................................................1.25%
March 31, 2004.............................................................1.25%
June 30, 2004..............................................................3.75%
September 30, 2004.........................................................3.75%
December 31, 2004..........................................................3.75%
March 31, 2005.............................................................3.75%
June 30, 2005..............................................................5.00%
September 30, 2005.........................................................5.00%
December 31, 2005..........................................................5.00%
March 31, 2006.............................................................5.00%
June 30, 2006..............................................................5.00%
September 30, 2006.........................................................5.00%
December 31, 2006..........................................................5.00%
March 31, 2007.............................................................5.00%
June 30, 2007..............................................................5.00%
September 30, 2007.........................................................5.00%
December 31, 2007..........................................................5.00%
March 31, 2008.............................................................5.00%
June 30, 2008..............................................................5.00%
September 30, 2008.........................................................5.00%
December 31, 2008..........................................................5.00%
Tranche A Maturity Date....................................................5.00%
</TABLE>


<PAGE>
                                                                             52


                  (b)      Subject to adjustment pursuant to paragraph (d) of
this Section, the Borrower shall repay Tranche B Term Borrowings on each date
set forth below in the aggregate principal amount equal to the product of (i)
the aggregate amount of the initial Tranche B Commitments multiplied by (ii)
the percentage set forth opposite such date:


<TABLE>
<CAPTION>
Date                                                                      Amount
----                                                                      ------

<S>                                                                       <C>
June 30, 2003.............................................................. 0.25%
September 30, 2003......................................................... 0.25%
December 31, 2003.......................................................... 0.25%
March 31, 2004............................................................. 0.25%
June 30, 2004.............................................................. 0.25%
September 30, 2004......................................................... 0.25%
December 31, 2004.......................................................... 0.25%
March 31, 2005............................................................. 0.25%
June 30, 2005.............................................................. 0.25%
September 30, 2005......................................................... 0.25%
December 31, 2005.......................................................... 0.25%
March 31, 2006............................................................. 0.25%
June 30, 2006.............................................................. 0.25%
September 30, 2006......................................................... 0.25%
December 31, 2006.......................................................... 0.25%
March 31, 2007............................................................. 0.25%
June 30, 2007.............................................................. 0.25%
September 30, 2007......................................................... 0.25%
December 31, 2007.......................................................... 0.25%
March 31, 2008............................................................. 0.25%
June 30, 2008.............................................................. 0.25%
September 30, 2008......................................................... 0.25%
December 31, 2008.......................................................... 0.25%
March 31, 2009............................................................. 0.25%
June 30, 2009..............................................................23.50%
September 30, 2009.........................................................23.50%
December 31, 2009..........................................................23.50%
Tranche B Maturity Date....................................................23.50%
</TABLE>


<PAGE>
                                                                             53


                  (c)      To the extent not previously paid, (i) all Tranche A
Term Loans shall be due and payable on the Tranche A Maturity Date and (ii) all
Tranche B Term Loans shall be due and payable on the Tranche B Maturity Date.

                  (d)      Any prepayment of a Term Borrowing of either Class
shall be applied to reduce the subsequent scheduled repayments of the Term
Borrowings of such Class to be made pursuant to this Section ratably.

                  (e)      Prior to any repayment of any Term Borrowings of
either Class hereunder, the Borrower shall select the Borrowing or Borrowings
of the applicable Class to be repaid and shall notify the Administrative Agent
by telephone (confirmed by telecopy) of such selection not later than 12:00
a.m., New York City time, three Business Days before the scheduled date of such
repayment. Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments of Term Borrowings shall be
accompanied by accrued interest on the amount repaid.

                  SECTION 2.10.     Prepayment of Loans. (a) The Borrower shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to the requirements of this Section.

                  (b)      In the event and on each occasion that the sum of
the Revolving Exposures exceeds the total Revolving Commitments, the Borrower
shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding,
deposit cash collateral in an account with the Administrative Agent pursuant to
Section 2.04(j)) in an aggregate amount equal to such excess.

                  (c)      In the event and on each occasion that any Net
Proceeds are received by or on behalf of the Borrower or any Subsidiary Loan
Party in respect of any Prepayment Event, the Borrower shall, immediately after
such Net Proceeds are received, prepay Term Borrowings in accordance with
paragraph (e) below in an aggregate amount equal to such Net Proceeds; provided
that, in the case of any event described in clause (a) of the definition of the
term Prepayment Event, if the Borrower shall deliver to the Administrative
Agent a certificate of a Financial Officer to the effect that the Borrower and
the Subsidiary Loan Parties intend to apply the Net Proceeds from such event
(or a portion thereof specified in such certificate) (such Net


<PAGE>
                                                                             54


Proceeds or portion thereof, the "Reinvestment Amount"), within 360 days after
receipt of such Net Proceeds, to acquire real property, equipment or other
tangible assets to be used in the business of the Borrower and the Subsidiary
Loan Parties, and certifying that no Default has occurred and is continuing,
then no prepayment shall be required pursuant to this paragraph in respect of
the Net Proceeds in respect of such event (or the portion of such Net Proceeds
specified in such certificate, if applicable) except to the extent of any such
Net Proceeds therefrom that have not been so applied by the end of such 360-day
period, at which time a prepayment shall be required in an amount equal to such
Net Proceeds that have not been so applied.

                  (d)      Following the end of each fiscal year of the
Borrower, commencing with the fiscal year ending December 31, 2003, the
Borrower shall prepay Term Borrowings in accordance with paragraph (e) below in
an aggregate amount equal to 50% or, if the Total Leverage Ratio is less than
5.00 to 1.00 on the last day of such fiscal year, 25% of Excess Cash Flow for
such fiscal year. Each prepayment pursuant to this paragraph shall be made on
or before the date on which financial statements are delivered pursuant to
Section 5.01 with respect to the fiscal year for which Excess Cash Flow is
being calculated (and in any event within 90 days after the end of such fiscal
year).

                  (e)      Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (f) of this Section. In the event of any optional or
mandatory prepayment of Term Borrowings made at a time when Term Borrowings of
both Classes remain outstanding, the Borrower shall select Term Borrowings to
be prepaid so that the aggregate amount of such prepayment is allocated between
the Tranche A Term Borrowings and Tranche B Term Borrowings pro rata based on
the aggregate principal amount of outstanding Borrowings of each such Class;
provided that any Tranche B Lender may elect, by notice to the Administrative
Agent by telephone (confirmed by telecopy) at least one Business Day prior to
the prepayment date, to decline all or any portion of any prepayment of its
Tranche B Term Loans pursuant to this Section (other than an optional
prepayment pursuant to paragraph (a) of this Section, which may not be
declined), in which case the aggregate amount of the prepayment that would have
been applied to prepay Tranche B Term Loans but was so declined shall be
applied to prepay Tranche A Term Borrowings.


<PAGE>
                                                                             55


                  (f)      The Borrower shall notify the Administrative Agent
by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the
case of prepayment of a Eurodollar Borrowing, not later than 12:00 a.m., New
York City time, three Business Days before the date of prepayment or (ii) in
the case of prepayment of an ABR Borrowing, not later than 12:00 a.m., New York
City time, one Business Day before the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date, the principal
amount of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided that, if a notice of optional prepayment is given in
connection with a conditional notice of termination of the Revolving
Commitments as contemplated by Section 2.07, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section
2.07. Promptly following receipt of any such notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.

                  SECTION 2.11.     Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Commitment Fee Rate on the average daily unused
amount of each Revolving Commitment of such Lender during the period from and
including the Effective Date to but excluding the date on which such Revolving
Commitment terminates. Commitment fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the third Business
Day following June 30, 2002; provided that all such fees shall be payable on
the date on which the Revolving Commitments terminate. All commitment fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day). For purposes of computing commitment fees with respect to Revolving
Commitments, a Revolving Commitment of a Lender shall be deemed to be used to
the extent of the outstanding Revolving Loans and LC Exposure of such Lender.


<PAGE>
                                                                             56


                  (b)      The Borrower agrees to pay (i) to the Administrative
Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same
Applicable Rate used to determine the interest rate applicable to Eurodollar
Revolving Loans on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Lender's Revolving Commitment terminates and
the date on which such Revolving Lender ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of
0.25% per annum on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the later of the
date of termination of the Revolving Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the third Business Day following June 30, 2002;
provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

                  (c)      The Borrower agrees to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon in writing between the Borrower and the Administrative
Agent.

                  (d)      All fees payable hereunder shall be paid on the
dates due, in immediately available funds, to the Administrative Agent (or to
the Issuing Bank, in the case of fees payable to it) for distribution, in the
case of


<PAGE>
                                                                             57


commitment fees and participation fees, to the Lenders entitled thereto. Fees
due and owing hereunder and paid shall not be refundable under any
circumstances.

                  SECTION 2.12.     Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

                  (b)      The Loans comprising each Eurodollar Borrowing shall
bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.

                  (c)      Notwithstanding the foregoing, if any principal of
or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount,
2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a)
of this Section.

                  (d)      Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Loans, upon termination of the Revolving Commitments; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.

                  (e)      All interest hereunder shall be computed on the
basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366


<PAGE>
                                                                             58


days in a leap year), and in each case shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.

                  SECTION 2.13.     Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a)      the Administrative Agent determines (which
         determination shall be conclusive absent manifest error) that adequate
         and reasonable means do not exist for ascertaining the Adjusted LIBO
         Rate for such Interest Period; or

                  (b)      the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.14. Increased Costs. (a) If any Change in Law
shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits
         with or for the account of, or credit extended by, any Lender (except
         any such reserve requirement reflected in the Adjusted LIBO Rate) or
         the Issuing Bank; or

                  (ii)     impose on any Lender or the Issuing Bank or the
         London interbank market any other condition


<PAGE>
                                                                             59


         affecting this Agreement or Eurodollar Loans made by such Lender or
         any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit
or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

                  (b)      If any Lender or the Issuing Bank determines that
         any Change in Law regarding capital requirements has or would have the
         effect of reducing the rate of return on such Lender's or the Issuing
         Bank's capital or on the capital of such Lender's or the Issuing
         Bank's holding company, if any, as a consequence of this Agreement or
         the Loans made by, or participations in Letters of Credit held by,
         such Lender, or the Letters of Credit issued by the Issuing Bank, to a
         level below that which such Lender or the Issuing Bank or such
         Lender's or the Issuing Bank's holding company could have achieved but
         for such Change in Law (taking into consideration such Lender's or the
         Issuing Bank's policies and the policies of such Lender's or the
         Issuing Bank's holding company with respect to capital adequacy), then
         from time to time the Borrower will pay to such Lender or the Issuing
         Bank, as the case may be, such additional amount or amounts as will
         compensate such Lender or the Issuing Bank or such Lender's or the
         Issuing Bank's holding company for any such reduction suffered.

                  (c)      A certificate of a Lender or the Issuing Bank
         setting forth the amount or amounts necessary to compensate such
         Lender or the Issuing Bank or its holding company, as the case may be,
         as specified in paragraph (a) or (b) of this Section shall be
         delivered to the Borrower and shall be conclusive absent manifest
         error. The Borrower shall pay such Lender or the Issuing Bank, as the
         case may be, the amount shown as due on any such certificate within 10
         days after receipt thereof.


<PAGE>
                                                                             60


                  (d)      Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided that the Borrower shall not be required to compensate a
Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 90 days prior to the date that such Lender or the
Issuing Bank, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender's or the
Issuing Bank's intention to claim compensation therefor; provided further that,
if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 90-day period referred to above shall be extended to
include the period of retroactive effect thereof.

                  SECTION 2.15.     Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(f) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.18, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement
of such period, for dollar deposits of a comparable amount and


<PAGE>
                                                                             61


period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.16.     Taxes. (a) Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender or Issuing Bank
(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 shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

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


<PAGE>
                                                                             62


Lender or the Issuing Bank, shall be conclusive absent manifest error.

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

                  (e)      Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate, provided that
such Foreign Lender has received written notice from the Borrower advising it
of the availability of such exemption or reduction and supplying all applicable
documentation.

                  (f)      If the Administrative Agent or a Lender determines,
in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 2.16,
it shall pay over such refund to the Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section 2.16 with respect to the Taxes or Other Taxes giving rise to such
refund), net of all reasonable out-of-pocket expenses of the Administrative
Agent or such Lender and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees
to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its


<PAGE>
                                                                             63


tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person.

                  SECTION 2.17.     Payments Generally; Pro Rata Treatment;
Sharing of Set-offs. (a) The Borrower shall make each payment required to be
made by it hereunder or under any other Loan Document (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable
under Section 2.14, 2.15 or 2.16, or otherwise) prior to the time expressly
required hereunder or under such other Loan Document for such payment (or, if
no such time is expressly required, prior to 3:00 p.m., New York City time), on
the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York, except payments to be made directly to the
Issuing Bank as expressly provided herein and except that payments pursuant to
Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments under each Loan Document shall be
made in dollars.

                  (b)      If at any time insufficient funds are received by
and available to the Administrative Agent to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due hereunder,
such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii)
second, towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such
parties.


<PAGE>
                                                                             64


                  (c)      If any Lender shall, by exercising any right of
set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Revolving Loans, Term Loans or
participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Revolving Loans, Term
Loans and participations in LC Disbursements and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in
the Revolving Loans, Term Loans and participations in LC Disbursements of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans, Term
Loans and participations in LC Disbursements; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

                  (d)      Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the Issuing Bank, as the case may be, the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Bank, as the case may be, severally agrees to repay to
the Administrative Agent


<PAGE>
                                                                             65


forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

                  (e)      If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.17(d)
or 9.03(c), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

                  SECTION 2.18.     Mitigation Obligations; Replacement of
Lenders. (a) If any Lender requests compensation under Section 2.14, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender.

                  (b)      If any Lender requests compensation under Section
2.14, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section
2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank),
which consent shall not unreasonably be withheld and (ii)


<PAGE>
                                                                             66


such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts). A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                  SECTION 2.19.     Incremental Facilities. The Borrower may at
any time and from time to time prior to the date that is three years after the
Effective Date, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly deliver a copy to each of the Lenders),
request the addition of one or more new credit facilities (the "Incremental
Facilities") consisting of a new tranche of term loans (an "Incremental Term
Facility") or a new tranche of revolving loans (an "Incremental Revolving
Facility") or a combination thereof; provided that at the time of any such
request and upon the effectiveness of the Incremental Facility Amendment
referred to below, no Default shall exist and the Borrower shall be in
compliance with Sections 6.13, 6.14, 6.15 and 6.16, determined on a pro forma
basis as if such Incremental Facility had been outstanding on the last day of
the most recent fiscal quarter for testing compliance therewith. The
Incremental Facilities shall be in an aggregate principal amount not exceeding
(in the aggregate) $150,000,000, and each Incremental Facility shall be in an
aggregate principal amount not less than $50,000,000. Each Incremental Facility
(a) shall rank pari passu in right of payment and of security with the
Revolving Loans and the Term Loans, (b) shall not mature earlier than six
months after the Tranche B Maturity Date (but may, subject to clause (c) below,
have amortization and commitment reductions prior to such date), (c) shall have
a weighted average life that is longer than that of the Revolving Credit
Commitments, the Tranche A Term Loans and the Tranche B Term Loans, taken as a
whole, and (d) for purposes of prepayments, shall be treated substantially the
same as (and in any event no more favorably than) the Term Loans, in the case
of an Incremental Term Facility, or the Revolving Loans, in the case of an
Incremental Revolving Facility; provided that (i) the terms and conditions
applicable to any Incremental Facility maturing after the Tranche B Maturity
Date may


<PAGE>
                                                                             67


provide for material additional or different financial or other covenants
applicable only during periods after the Tranche B Maturity Date and (ii) the
Incremental Facilities may be priced differently than the Term Loans and the
Revolving Loans. Any such notice shall set forth the requested amount and terms
of the relevant Incremental Facility. The Borrower may arrange for one or more
banks or other financial institutions, each of which shall be reasonably
satisfactory to the Administrative Agent and the Borrower (any such bank or
other financial institution being called an "Additional Lender"), to extend
commitments under the Incremental Facility, and each existing Lender shall be
afforded an opportunity, but shall not be required, to provide a portion of any
such Incremental Facility. Commitments in respect of Incremental Facilities
shall become Commitments under this Agreement, and each Additional Lender shall
become a Lender under this Agreement, pursuant to an amendment (an "Incremental
Facility Amendment") to this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each existing Lender agreeing to provide
such Commitment, if any, each Additional Lender, if any, and the Administrative
Agent. An Incremental Facility Amendment may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the opinion of the Administrative Agent,
to effect the provisions of this Section. The effectiveness of any Incremental
Facility Amendment shall be subject to the satisfaction on the date thereof of
each of the conditions set forth in Section 4.02 (it being understood that all
references to "the date of such Borrowing" in such Section 4.02 shall be deemed
to refer to the effective date of such Incremental Facility Amendment). The
proceeds of the Incremental Facilities will be used for general corporate
purposes, including consideration for Permitted Acquisitions.


                                  ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01.     Organization; Powers. Each of the Borrower
and its Subsidiaries is duly organized, validly existing and in good standing
under the laws of the


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                                                                             68


jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

                  SECTION 3.02.     Authorization; Enforceability. The
Transactions to be entered into by each Loan Party are within such Loan Party's
corporate powers and have been duly authorized by all necessary corporate and,
if required, stockholder action. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Loan Document to
which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of the Borrower
or such Loan Party (as the case may be), enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.

                  SECTION 3.03.     Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority (including the
FCC), except (i) such as have been obtained or made and are in full force and
effect and (ii) filings necessary to perfect Liens created under the Loan
Documents, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any of
the Subsidiary Loan Parties or any order of any Governmental Authority
(including the FCC), (c) will not violate or result in a default under any
indenture, agreement or other material instrument binding upon the Borrower or
any of its Subsidiaries or any of their respective assets, or give rise to a
right thereunder to require any payment to be made by the Borrower or any of
its Subsidiaries, and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of the Subsidiary Loan Parties, except
Liens created under the Loan Documents.

                  SECTION 3.04.     Financial Condition; No Material Adverse
Change. (a) The Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended December 31, 2001, reported
on by


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                                                                             69


KPMG, independent public accountants, and (ii) as of and for the portion of the
fiscal year ended February 28, 2002, certified by its chief financial officer.
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Borrower and
its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.

                  (b)      The Borrower has heretofore furnished to the Lenders
its pro forma consolidated balance sheet as of February 28, 2002, prepared
giving effect to the Transactions as if the Transactions had occurred on such
date. Such pro forma consolidated balance sheet (i) has been prepared in good
faith based on the same assumptions used to prepare the pro forma financial
statements included in the Information Memorandum (which assumptions are
believed by the Borrower to be reasonable), (ii) is based on the best
information available to the Borrower after due inquiry and (iii) accurately
reflects all adjustments necessary to give effect to the Transactions.

                  (c)      Except as disclosed in the financial statements
referred to above or the notes thereto or in the Information Memorandum and
except for the Disclosed Matters, after giving effect to the Transactions, none
of the Borrower or its Subsidiaries has, as of the Effective Date, any material
contingent liabilities, unusual long-term commitments or material unrealized
losses.

                  (d)      Since December 31, 2001, there has been no material
adverse change in the business, assets, operations or condition, financial or
otherwise, of the Borrower and its Subsidiaries, taken as a whole.

                  SECTION 3.05.     Properties and Licenses. (a) Each of the
Borrower and the Subsidiary Loan Parties has good title to, or valid leasehold
interests in, all its real and personal property material to its business
(including its Mortgaged Properties), except for minor defects in title that do
not interfere with its ability to conduct, in all material respects, its
business as currently conducted or to utilize, in all material respects, such
properties for their intended purposes.

                  (b)      Each of the Borrower and the Subsidiary Loan Parties
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents
and other intellectual


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                                                                             70


property material to its business, and the use thereof by the Borrower and the
Subsidiary Loan Parties does not infringe upon the rights of any other Person,
except for any such infringements that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.

                  (c)      Schedule 3.05(c) sets forth the address of each real
property that is owned or leased by the Borrower or any of the Subsidiary Loan
Parties as of the Effective Date after giving effect to the Transactions.

                  (d)      As of the Effective Date, no director, executive,
financial, legal or other officer (including Financial Officer) or general
counsel of the Borrower or any of the Subsidiary Loan Parties has received
notice of, or has knowledge of, any pending or contemplated condemnation
proceeding affecting any Mortgaged Property or any sale or disposition thereof
in lieu of condemnation. Neither any Mortgaged Property nor any interest of any
Loan Party therein is subject to any right of first refusal, option or other
contractual right to purchase such Mortgaged Property or interest therein.

                  (e)      Schedule 3.05(e) sets forth all FCC Licenses
existing as of the Effective Date (and the respective holders of such FCC
Licenses) and all other licenses and permits in effect as of the Effective Date
that are material to the business of the Borrower and the Subsidiary Loan
Parties. Each of the FCC Licenses, and each other license or permit that is
material to the business of the Borrower and the Subsidiary Loan Parties, is
valid and in full force and effect, and the Borrower and the Subsidiary Loan
Parties are in compliance in all material respects with the terms and
conditions thereof. The Borrower has the right to utilize all FCC Licenses held
by the License Subsidiaries.

                  SECTION 3.06.     Litigation and Environmental Matters. (a)
There are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority (including the FCC) pending against or, to the knowledge
of the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve any of the Loan Documents or
the Transactions.
<PAGE>
                                                                              71

                  (b)      Except for the Disclosed Matters and except with
respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries (or, in the case of clauses (iii) and (iv)
below, no director, executive, financial, legal or other officer (including
Financial Officer) or general counsel of the Borrower or any of its
Subsidiaries) (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under
any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.

                  (c)      Since the date of this Agreement, there has been no
change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

                  SECTION 3.07.     Compliance with Laws and Agreements. (a)
Each of the Borrower and its Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority (including the FCC)
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. No Default has occurred and is continuing.

                  (b)      The Borrower is permitted under each of the 2008
Subordinated Notes Indenture, the Subordinated Exchange Debenture Indenture and
the Series A Preferred Certificate of Designation to incur the Indebtedness
incurred hereunder in respect of the Loans and Letters of Credit.

                  SECTION 3.08.     Investment and Holding Company Status.
Neither the Borrower nor any of the Subsidiary Loan Parties is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

                  SECTION 3.09.     Taxes. Each of the Borrower and its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) any Taxes that are being contested
in

<PAGE>
                                                                              72


good faith by appropriate proceedings and for which the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

                  SECTION 3.10.     ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. The present
value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of such
Plan by a material amount, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of all such underfunded Plans by a
material amount.

                  SECTION 3.11.     Disclosure. The Borrower has disclosed to
the Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries is subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. Neither the Information Memorandum nor any
of the other reports, financial statements, certificates or other information
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

                  SECTION 3.12.     Subsidiaries. Schedule 3.12 sets forth the
name of, and the ownership interest of the Borrower in, each Subsidiary of the
Borrower and identifies

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                                                                              73


each Subsidiary that is a Subsidiary Loan Party, in each case as of the
Effective Date.

                  SECTION 3.13.     Insurance. Schedule 3.13 sets forth a
description of all insurance maintained by or on behalf of the Borrower and the
Subsidiary Loan Parties as of the Effective Date. As of the Effective Date, all
premiums in respect of such insurance have been paid. The Borrower believes
that the insurance maintained by or on behalf of the Borrower and the
Subsidiary Loan Parties is adequate.

                  SECTION 3.14.     Labor Matters. As of the Effective Date,
there are no strikes, lockouts or slowdowns against the Borrower or any
Subsidiary pending or, to the knowledge of the Borrower, threatened that could
reasonably be expected to result in a Material Adverse Effect. The hours worked
by and payments made to employees of the Borrower and its Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters. All payments
due from the Borrower or any Subsidiary, or for which any claim may be made
against the Borrower or any Subsidiary, on account of wages and employee health
and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of the Borrower or such Subsidiary. The consummation of
the Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining
agreement to which the Borrower or any Subsidiary is bound.

                  SECTION 3.15.     Solvency. Immediately after the consummation
of the Transactions to occur on the Effective Date and immediately following
the making of each Loan made on the Effective Date and after giving effect to
the application of the proceeds of such Loans, (a) the fair value of the assets
of the Loan Parties (taken as a whole), at a fair valuation, will exceed the
debts and liabilities of the Loan Parties (taken as a whole), subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
the Loan Parties (taken as a whole) will be greater than the amount that will
be required to pay the probable liability of the debts and other liabilities of
the Loan Parties (taken as a whole), subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured; (c) the Loan
Parties (taken as a whole) will be able to pay the debts and liabilities of the

<PAGE>
                                                                              74

Loan Parties (taken as a whole), subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Loan Parties
(taken as a whole) will not have unreasonably small capital with which to
conduct the business in which the Loan Parties are engaged as such business is
now conducted and is proposed to be conducted following the Effective Date.

                  SECTION 3.16.     Senior Indebtedness. The Obligations
constitute (a) "Designated Senior Debt" under and as defined in the 2008
Subordinated Notes Indenture and (b) "Designated Exchange Debenture Senior
Debt" under and as defined in the Subordinated Exchange Debenture Indenture.

                  SECTION 3.17.     Security Interests. The representations and
warranties in the Security Documents are true and correct in all material
respects.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01.     Effective Date. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

                  (a)      The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b)      The Administrative Agent shall have received a
         favorable written opinion (addressed to the Administrative Agent and
         the Lenders and dated the Effective Date) of each of (i) Jones, Day,
         Reavis & Pogue, counsel for the Borrower, substantially in the form of
         Exhibit B-1, (ii) Kolesar & Leathem, Chtd., Nevada local counsel for
         the Borrower, substantially in the form of Exhibit B-2 and (iii)
         Egerton, McAfee, Armistead & Davis, Tennessee local counsel for the

<PAGE>
                                                                              75


         Borrower, substantially in the form of Exhibit B-3, and, in the case
         of each such opinion required by this paragraph, covering such other
         matters relating to the Loan Parties, the Loan Documents or the
         Transactions as the Required Lenders shall reasonably request. The
         Borrower hereby requests such counsel to deliver such opinions.

                  (c)      The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and
         good standing of each Loan Party, the authorization of the
         Transactions and any other legal matters relating to the Loan Parties,
         the Loan Documents or the Transactions, all in form and substance
         reasonably satisfactory to the Administrative Agent and its counsel.

                  (d)      The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of the Borrower, confirming
         compliance with the conditions set forth in paragraphs (a), (b) and
         (c) of Section 4.02.

                  (e)      The Administrative Agent shall have received all
         fees and other amounts due and payable on or prior to the Effective
         Date, including, to the extent invoiced, reimbursement or payment of
         all reasonable out-of-pocket expenses (including fees, charges and
         disbursements of counsel) required to be reimbursed or paid by any
         Loan Party hereunder or under any other Loan Document.

                  (f)      The Collateral and Guarantee Requirement shall have
         been satisfied and the Administrative Agent shall have received a
         completed Perfection Certificate dated the Effective Date and signed
         by an executive officer or Financial Officer of the Borrower, together
         with all attachments contemplated thereby, including the results of a
         search of the Uniform Commercial Code (or equivalent) filings made
         with respect to the Loan Parties in the jurisdictions contemplated by
         the Perfection Certificate and copies of the financing statements (or
         similar documents) disclosed by such search and evidence reasonably
         satisfactory to the Administrative Agent that the Liens indicated by
         such

<PAGE>
                                                                              76


         financing statements (or similar documents) are permitted by Section
         6.02 or have been released.

                  (g)      The Administrative Agent shall have received
         evidence that the insurance required by Section 5.07 and the Security
         Documents is in effect.

                  (h)      All consents and approvals required to be obtained
         from any Governmental Authority or other Person in connection with the
         Acquisitions (including all consents and approvals required to be
         obtained from the FCC with respect to the transfer of FCC Licenses)
         shall have been obtained, and all applicable waiting periods and
         appeal periods shall have expired, in each case without the imposition
         of any material burdensome conditions. The Acquisitions shall have
         been, or substantially simultaneously with the initial funding of
         Loans on the Effective Date shall be, consummated in accordance with
         the Acquisition Documents and applicable law, without any amendment to
         or waiver of any material terms or conditions of the Acquisition
         Documents not approved by the Required Lenders. The Administrative
         Agent shall have received copies of the Acquisition Documents and all
         certificates, opinions and other documents delivered thereunder,
         certified by a Financial Officer as complete and correct.

                  (i)      The Lenders shall have received a pro forma
         consolidated balance sheet of the Borrower as of February 28, 2002,
         reflecting all pro forma adjustments as if the Transactions had been
         consummated on such date, and such pro forma consolidated balance
         sheet shall be consistent in all material respects with the forecasts
         and other information previously provided to the Lenders. The
         aggregate amount of the Transaction Costs shall not exceed $6,000,000.

                  (j)      After giving effect to the Transactions and the
         other transactions contemplated hereby, the Borrower and the
         Subsidiary Loan Parties shall have outstanding no Indebtedness or
         preferred Equity Interests other than (i) the Loans, (ii) the 2008
         Subordinated Notes, (iii) the Indebtedness referred to in clause (ii)
         of Section 6.01(a) and (iv) the Series A Preferred Stock.

                  (k)      The consummation of the Transactions and the other
         transactions contemplated hereby shall not (i) violate any applicable
         law, statute, rule or

<PAGE>
                                                                              77


         regulation or (ii) conflict with, or result in a default or event of
         default under, any agreement (including the 2008 Subordinated Notes
         Indenture, the Subordinated Exchange Debenture Indenture and the
         Series A Preferred Certificate of Designation) of the Borrower or any
         of its Subsidiaries after giving effect to the Transactions and the
         other transactions contemplated hereby, except such as would not
         reasonably be expected to have a Material Adverse Effect. In addition,
         the consummation of the Transactions and the other transactions
         contemplated hereby shall not require the redemption of, or the
         granting of Liens to secure the obligations with respect to, the 2008
         Subordinated Notes or the Series A Preferred Stock.

                  (l)      Concurrently with the initial funding of the Loans
         on the Effective Date, (i) the Borrower shall terminate the Existing
         Credit Agreement and repay all loans and other amounts accrued or
         owing thereunder and (ii) all security interests and other Liens
         securing obligations thereunder (and any other obligations secured
         thereby) shall be terminated and released.

                  (m)      The Administrative Agent shall be satisfied that (i)
         each FCC License (other than the FCC License for the commercial radio
         broadcast station WQQK(FM) in Hendersonville, Tennessee) shall be
         owned by a License Subsidiary in accordance with Section 6.11 and (ii)
         no event shall have occurred that would subject any FCC License to
         revocation by the FCC.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on
April 30, 2002 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

                  SECTION 4.02.     Each Credit Event. The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to receipt of
the request therefor in accordance herewith and to the satisfaction of the
following conditions:

<PAGE>
                                                                              78


                  (a)      The representations and warranties of each Loan
         Party set forth in the Loan Documents shall be true and correct in all
         material respects on and as of the date of such Borrowing or the date
         of issuance, amendment, renewal or extension of such Letter of Credit,
         as applicable.

                  (b)      At the time of and immediately after giving effect
         to such Borrowing or the issuance, amendment, renewal or extension of
         such Letter of Credit, as applicable, no Default shall have occurred
         and be continuing.

                  (c)      The Administrative Agent shall have received a
         certificate, dated as of the date of such Borrowing or the issuance,
         amendment, renewal or extension of such Letter of Credit and signed by
         the President, Vice President or a Financial Officer of the Borrower,
         confirming that the Borrower and the Subsidiaries are in compliance,
         on a pro forma basis after giving effect to such Borrowing or the
         issuance, amendment, renewal or extension of such Letter of Credit,
         with the debt incurrence covenants contained in Section 4.9 of the
         2008 Subordinated Notes Indenture, Section 4.9 of the Subordinated
         Exchange Debenture Indenture and Section 9(a)(i) of the Series A
         Preferred Certificate of Designation.

Each Borrowing (excluding any Borrowing consisting solely of a continuation or
conversion of an outstanding Borrowing) and each issuance, amendment, renewal
or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section.

                                   ARTICLE V

                             Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

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                                                                              79


                  SECTION 5.01.     Financial Statements and Other Information.
The Borrower will furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year of the
         Borrower, its audited consolidated balance sheet and related
         statements of operations, stockholders' equity and cash flows as of
         the end of and for such year, setting forth in each case in
         comparative form the figures for the previous fiscal year, all
         reported on by KPMG or other independent public accountants of
         recognized national standing (without a "going concern" or like
         qualification or exception and without any qualification or exception
         as to the scope of such audit) to the effect that such consolidated
         financial statements present fairly in all material respects the
         financial condition and results of operations of the Borrower and its
         consolidated Subsidiaries on a consolidated basis in accordance with
         GAAP consistently applied;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, its consolidated
         balance sheet and related statements of operations, stockholders'
         equity and cash flows as of the end of and for such fiscal quarter and
         the then elapsed portion of the fiscal year, setting forth in each
         case in comparative form the figures for the corresponding period or
         periods of (or, in the case of the balance sheet, as of the end of)
         the previous fiscal year, all certified by one of its Financial
         Officers as presenting fairly in all material respects the financial
         condition and results of operations of the Borrower and its
         consolidated Subsidiaries on a consolidated basis in accordance with
         GAAP consistently applied, subject to normal year-end audit
         adjustments and the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower (i) certifying as to whether a Default has occurred and,
         if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii)
         setting forth reasonably detailed calculations of the Senior Leverage
         Ratio and Total Leverage Ratio as of the last day of the fiscal period
         covered by such financial statements and demonstrating compliance with
         Sections 6.13, 6.14, 6.15, 6.16 and 6.17 and (iii) stating whether any
         change in GAAP or in

<PAGE>
                                                                              80


         the application thereof has occurred since the date of the Borrower's
         audited financial statements referred to in Section 3.04 and, if any
         such change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;

                  (d) within 45 days after the commencement of each fiscal year
         of the Borrower, a detailed consolidated budget for such fiscal year
         (including a projected consolidated balance sheet and related
         statements of projected operations and cash flow as of the end of and
         for such fiscal year and setting forth the assumptions used for
         purposes of preparing such budget) and, promptly when available, any
         significant revisions of such budget;

                  (e) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other
         materials filed by the Borrower or any Subsidiary with the Securities
         and Exchange Commission, or any Governmental Authority succeeding to
         any or all of the functions of said Commission, or with any national
         securities exchange, or distributed by the Borrower to its
         shareholders generally, as the case may be; and

                  (f) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of any Loan Document, as the Administrative Agent or any Lender
         may reasonably request.

                  SECTION 5.02.     Notices of Material Events. The Borrower
will furnish to the Administrative Agent and each Lender prompt written notice
of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Borrower or any Affiliate thereof or any FCC
         License that, if adversely determined, could reasonably be expected to
         result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event; and

<PAGE>
                                                                              81


              (d) any other development that results in, or could reasonably be
       expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

                  SECTION 5.03.     Information Regarding Collateral. (a) The
Borrower will furnish to the Administrative Agent prompt written notice of any
change (i) in any Loan Party's corporate name, (ii) in the location of any Loan
Party's chief executive office, its principal place of business, any office in
which it maintains books or records relating to Collateral owned by it or any
office or facility at which Collateral owned by it is located (including the
establishment of any such new office or facility), (iii) in any Loan Party's
identity or type of organization or corporate structure, (iv) in any Loan
Party's Federal Taxpayer Identification Number or other organizational
identification number or (v) in any Loan Party's jurisdiction of organization.
The Borrower agrees not to effect or permit any change referred to in the
preceding sentence unless all filings have been made under the Uniform
Commercial Code or otherwise that are required in order for the Administrative
Agent to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral. The Borrower also agrees
promptly to notify the Administrative Agent if any material portion of the
Collateral is damaged or destroyed.

                  (b)      Each year, at the time of delivery of annual
financial statements with respect to the preceding fiscal year pursuant to
clause (a) of Section 5.01, the Borrower shall deliver to the Administrative
Agent a certificate executed by a Financial Officer and the chief legal officer
of the Borrower (i) setting forth the information required pursuant to the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to
this Section and (ii) certifying that the Borrower has delivered to the
Administrative Agent all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral for filing of
record in each

<PAGE>
                                                                              82


governmental, municipal or other appropriate office in each jurisdiction
identified pursuant to clause (i) above to the extent necessary to protect and
perfect the security interests under the Collateral Agreement for a period of
not less than 18 months after the date of such certificate (except as noted
therein with respect to any continuation statements to be filed within such
period).

                  SECTION 5.04.     Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

                  SECTION 5.05.     Payment of Obligations. The Borrower will,
and will cause each of its Subsidiaries to, pay its Indebtedness and other
obligations, including Tax liabilities, before the same shall become delinquent
or in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) the Borrower or such
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP, (c) such contest effectively suspends collection of the
contested obligation and the enforcement of any Lien securing such obligation
and (d) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.

                  SECTION 5.06.     Maintenance of Properties. The Borrower
will, and will cause each of the Subsidiary Loan Parties to, keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

                  SECTION 5.07.     Insurance. The Borrower will, and will cause
each of the Subsidiary Loan Parties to, maintain, with financially sound and
reputable insurance companies, (a) insurance in such amounts (with no greater
risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. The Borrower will furnish to the
Lenders, upon request of the Administrative

<PAGE>
                                                                              83


Agent, information in reasonable detail as to the insurance so maintained.

                  SECTION 5.08.     Casualty and Condemnation. The Borrower (a)
will furnish to the Administrative Agent and the Lenders prompt written notice
of any casualty or other insured damage to any material portion of any
Collateral or the commencement of any action or proceeding for the taking of
any material portion of the Collateral or any part thereof or interest therein
under power of eminent domain or by condemnation or similar proceeding and (b)
will ensure that the Net Proceeds of any such event (whether in the form of
insurance proceeds, condemnation awards or otherwise) are collected and applied
in accordance with the applicable provisions of the Security Documents.

                  SECTION 5.09.     Books and Records; Inspection Rights. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested (it being hereby
understood and agreed that, unless a Default has occurred and is continuing,
any such visit, inspection or examination shall be at the sole expense of the
Administrative Agent or such Lender, as applicable).

                  SECTION 5.10.     Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority (including the FCC)
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

                  SECTION 5.11.     Use of Proceeds and Letters of Credit. The
proceeds of the Loans will be used only for (a) the repayment of all amounts
owing under the Existing Credit Agreement, (b) the payment of amounts payable
under the Acquisition Documents as consideration for the Acquisitions, (c) the
payment of Transaction Costs, (d) the payment of amounts payable as
consideration for Permitted Acquisitions

<PAGE>
                                                                              84


(other than the Acquisitions) and any fees or expenses incurred by the Borrower
and the Subsidiary Loan Parties in connection with such Permitted Acquisitions
and (e) to the extent of the excess, general corporate purposes, including
Capital Expenditures. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X. Letters of Credit
will be issued only to support obligations of the Borrower and the Subsidiary
Loan Parties in the ordinary course of business.

                  SECTION 5.12.     Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Effective Date, the Borrower will,
within 30 days after such Subsidiary is formed or acquired, notify the
Administrative Agent thereof and cause the Collateral and Guarantee Requirement
to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan
Party) and with respect to any Equity Interest in or Indebtedness of such
Subsidiary owned by or on behalf of any Loan Party.

                  SECTION 5.13.     Further Assurances. (a) The Borrower will,
and will cause each Subsidiary Loan Party to, execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust and other documents), which may be
required under any applicable law, or which the Administrative Agent or the
Required Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain satisfied, all at the expense of the Loan Parties.
The Borrower also agrees to provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent
as to the perfection and priority of the Liens created or intended to be
created by the Security Documents.

                  (b)      If any material assets (including any real property
or improvements thereto or any interest therein) are acquired by the Borrower
or any Subsidiary Loan Party after the Effective Date (other than assets
constituting Collateral under the Collateral Agreement that become subject to
the Lien of the Collateral Agreement upon acquisition thereof), the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if
reasonably requested by the Administrative Agent or the

<PAGE>
                                                                              85


Required Lenders (or, in the case of any real property or improvements thereto
or any interest therein, if agreed to by the Administrative Agent and the
Borrower), the Borrower will cause such assets to be subjected to a Lien
securing the Obligations and will take, and cause the Subsidiary Loan Parties
to take, such actions as shall be necessary or reasonably requested by the
Administrative Agent to grant and perfect such Liens, including actions
described in paragraph (a) of this Section, all at the expense of the Loan
Parties.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees
with the Lenders that:

                  SECTION 6.01.     Indebtedness; Certain Equity Securities. (a)
The Borrower will not, and will not permit any Subsidiary Loan Party to,
create, incur, assume or permit to exist any Indebtedness, except:

                  (i) Indebtedness created under the Loan Documents (including
         Indebtedness under any Incremental Facilities incurred in compliance
         with Section 2.19);

                  (ii) Indebtedness existing on the date hereof and set forth
         in Schedule 6.01 and extensions, renewals, replacements or
         refinancings of any such Indebtedness that do not increase the
         outstanding principal amount thereof or result in an earlier maturity
         date or decreased weighted average life thereof; provided that (A) the
         terms of any extension, renewal, replacement or refinancing shall be
         satisfactory to the Administrative Agent and (B) any Indebtedness in
         respect of any extension, renewal, replacement or refinancing of the
         2008 Subordinated Notes shall be subordinate to the Obligations on
         terms no less favorable to the Lenders than the subordination
         provisions of the 2008 Subordinated Notes;

<PAGE>
                                                                              86


                  (iii) Indebtedness of the Borrower to any Subsidiary Loan
         Party and of any Subsidiary Loan Party to the Borrower or any other
         Subsidiary Loan Party;

                  (iv) Guarantees by the Borrower of Indebtedness of any
         Subsidiary and by any Subsidiary Loan Party of Indebtedness of the
         Borrower or any other Subsidiary; provided that Guarantees by the
         Borrower or any Subsidiary Loan Party of Indebtedness of any Excluded
         Subsidiary shall be subject to Section 6.04;

                  (v) Indebtedness of the Borrower or any Subsidiary Loan Party
         incurred to finance the acquisition, construction or improvement by it
         of any fixed or capital assets, including Capital Lease Obligations
         and any Indebtedness assumed in connection with the acquisition of any
         such assets or secured by a Lien on any such assets prior to the
         acquisition thereof, and extensions, renewals and replacements of any
         such Indebtedness that do not increase the outstanding principal
         amount thereof or result in an earlier maturity date or decreased
         weighted average life thereof; provided that (A) such Indebtedness is
         incurred prior to or within 90 days after such acquisition or the
         completion of such construction or improvement and (B) the aggregate
         principal amount of Indebtedness permitted by this clause (v) shall
         not exceed $25,000,000 at any time outstanding;

                  (vi) Indebtedness of any Person that becomes a Subsidiary
         Loan Party after the date hereof; provided that (A) such Indebtedness
         exists at the time such Person becomes a Subsidiary and is not created
         in contemplation of or in connection with such Person becoming a
         Subsidiary and (B) the aggregate principal amount of Indebtedness
         permitted by this clause (vi) shall not exceed $15,000,000 at any time
         outstanding;

                  (vii) Indebtedness in respect of the Subordinated Exchange
         Debentures or other Indebtedness of the Borrower incurred to refinance
         the outstanding shares of Series A Preferred Stock; provided that (A)
         the aggregate principal amount of such Indebtedness shall not exceed
         the aggregate liquidation preference of the outstanding shares of
         Series A Preferred Stock being so refinanced, (B) such Indebtedness
         shall be subordinate to the Obligations on terms no less favorable to
         the

<PAGE>
                                                                              87


         Lenders than the subordination provisions set forth in the
         Subordinated Exchange Debenture Indenture, (C) such Indebtedness shall
         mature on a date that is at least six months after the Tranche B
         Maturity Date, (D) the terms of such Indebtedness shall be reasonably
         satisfactory to the Administrative Agent and (E) no Default shall have
         occurred and be continuing or would result from the incurrence of such
         Indebtedness and the Borrower shall be in compliance, on a pro forma
         basis after giving effect to such incurrence, with the covenants
         contained in Sections 6.13, 6.14, 6.15 and 6.16 recomputed as of the
         last day of the most recently ended fiscal quarter of the Borrower for
         which financial statements are available as if such incurrence had
         occurred on the first day of such period; and

                  (viii) other unsecured Indebtedness of the Borrower and the
         Subsidiary Loan Parties in an aggregate principal amount not exceeding
         $25,000,000 at any time outstanding.

                  (b)      The Borrower will not, nor will it permit any
Subsidiary Loan Party to, issue any preferred Equity Interests, except that the
Borrower may issue (i) shares of Series A Preferred Stock pursuant to Section 3
of the Series A Preferred Certificate of Designation and (ii) any other
preferred Equity Interest that does not constitute a Disqualified Equity
Interest.

                  SECTION 6.02.     Liens. The Borrower will not, and will not
permit any Subsidiary Loan Party to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

                  (a) Liens created under the Loan Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary Loan Party existing on the date hereof and set forth in
         Schedule 6.02; provided that (i) such Lien shall not apply to any
         other property or asset of the Borrower or any Subsidiary Loan Party
         and (ii) such Lien shall secure only those

<PAGE>
                                                                              88


         obligations which it secures on the date hereof and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (d) any Lien existing on any property or asset (other than
         properties or assets acquired pursuant to the Acquisitions) prior to
         the acquisition thereof by the Borrower or any Subsidiary Loan Party
         or existing on any property or asset of any Person that becomes a
         Subsidiary after the date hereof prior to the time such Person becomes
         a Subsidiary; provided that (i) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Subsidiary, as the case may be, (ii) such Lien shall not
         apply to any other property or assets of the Borrower or any
         Subsidiary Loan Party and (iii) such Lien shall secure only those
         obligations which it secures on the date of such acquisition or the
         date such Person becomes a Subsidiary, as the case may be, and
         extensions, renewals and replacements thereof that do not increase the
         outstanding principal amount thereof or result in earlier maturity
         date or decreased weighted average life thereof; and

                  (e) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary; provided that (i) such
         security interests secure Indebtedness permitted by clause (v) of
         Section 6.01(a), (ii) such security interests and the Indebtedness
         secured thereby are incurred prior to or within 90 days after such
         acquisition or the completion of such construction or improvement,
         (iii) the Indebtedness secured thereby does not exceed the cost of
         acquiring, constructing or improving such fixed or capital assets and
         (iv) such security interests shall not apply to any other property or
         assets of the Borrower or any Subsidiary Loan Party.

                  SECTION 6.03.     Fundamental Changes. (a) The Borrower will
not, and will not permit any Subsidiary Loan Party to, merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (i) any Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) the

<PAGE>
                                                                              89


Borrower may merge into a wholly owned Subsidiary of the Borrower for the sole
purpose of effecting a change in the jurisdiction of organization of the
Borrower, provided that (A) such Subsidiary is not a Foreign Subsidiary, (B)
such Subsidiary is a corporation organized for the sole purpose of effecting a
change in the jurisdiction of organization of the Borrower and, prior to the
consummation of such merger, owns no Equity Interests in any entity, (C) after
giving effect to such merger, such Subsidiary shall be the surviving entity
and, for purposes of this Agreement and the other Loan Documents, shall be
deemed to be the "Borrower" and shall succeed to the rights and obligations of
the Borrower under this Agreement and the other Loan Documents, and such
Subsidiary shall enter into an instrument in form and substance reasonably
satisfactory to the Administrative Agent stating that it has become the
"Borrower" and has succeeded to the rights and obligations of the Borrower
under this Agreement and the other Loan Documents, (D) immediately after giving
effect to such merger, each Person that was a shareholder of the Borrower prior
to the consummation of such merger shall become a shareholder of such
Subsidiary, and each such Person shall own Equity Interests in the reorganized
Borrower having an aggregate voting power equal to those Equity Interests in
the Borrower held by such Person prior to such merger, (E) the Administrative
Agent shall have received notice of such merger 30 days prior to the
consummation of such merger, (F) prior to the consummation of such merger, the
Borrower shall have taken all actions necessary pursuant to Section 5.13 to
cause the Collateral and Guarantee Requirement to be and remain satisfied after
giving effect to the merger and (G) the Borrower and such Subsidiary shall
deliver all legal opinions relating to the matters set forth in the preceding
clauses (A) through (F) as may be reasonably requested by the Administrative
Agent, (iii) any Subsidiary Loan Party may merge into any Subsidiary Loan Party
in a transaction in which the surviving entity is a Subsidiary Loan Party, (iv)
the Borrower may permit another Person to merge into it in order to effect a
Permitted Acquisition in which the Borrower is the surviving entity, (v) a
Subsidiary Loan Party may merge into another Person, or may permit another
Person to merge into it, in order to effect a Permitted Acquisition in which
the surviving entity is a Subsidiary Loan Party and (vi) any Subsidiary Loan
Party (other than a License Subsidiary) may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in
the best interests of the Borrower and is

<PAGE>
                                                                              90


not materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Subsidiary immediately prior to
such merger shall not be permitted unless also permitted by Section 6.04.

                  (b)      The Borrower will not, and will not permit any of
the Subsidiary Loan Parties to, engage to any material extent in any business
other than businesses of the type conducted by the Borrower and the Subsidiary
Loan Parties on the date of execution of this Agreement and businesses
reasonably related thereto.

                  SECTION 6.04.     Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of the Subsidiary
Loan Parties to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a wholly owned Subsidiary prior to such merger)
any Equity Interests in or evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person constituting a business unit,
except:

                  (a) the Acquisitions;

                  (b) Permitted Investments;

                  (c) investments existing on the date hereof and set forth on
         Schedule 6.04;

                  (d) investments by the Borrower and the Subsidiary Loan
         Parties in Equity Interests in their respective Subsidiaries; provided
         that (i) any such Equity Interests held by a Loan Party shall be
         pledged pursuant to the Collateral Agreement (subject to the
         limitations applicable to common stock of a Foreign Subsidiary
         referred to in the definition of "Collateral and Guarantee
         Requirement") and (ii) the aggregate amount of investments by the Loan
         Parties in, and loans and advances by Loan Parties to, and Guarantees
         by Loan Parties of Indebtedness of, Excluded Subsidiaries (including
         all such investments, loans, advances and

<PAGE>

                                                                             91


         Guarantees existing or made on the Effective Date) shall not exceed
         $15,000,000 at any time outstanding;

                  (e) loans or advances made by the Borrower to any Subsidiary
         and made by any Subsidiary Loan Party to the Borrower or any other
         Subsidiary; provided that (i) any such loans and advances made by a
         Loan Party shall be evidenced by a promissory note and shall be
         pledged pursuant to the Collateral Agreement and (ii) the amount of
         such loans and advances made by the Loan Parties to Excluded
         Subsidiaries shall be subject to the limitation set forth in clause
         (d) above;

                  (f) Guarantees constituting Indebtedness permitted by Section
         6.01; provided that (i) a Subsidiary shall not Guarantee any
         Indebtedness of the Borrower unless (A) such Subsidiary also has
         Guaranteed the Obligations pursuant to the Collateral Agreement, (B)
         if such Indebtedness is subordinated to the Obligations, then such
         Guarantee of such Indebtedness also shall be subordinate to such
         Guarantee of the Obligations on terms no less favorable to the Lenders
         than the subordination provisions of such Indebtedness and (C) such
         Guarantee of such Indebtedness provides for the release and
         termination thereof, without action by any party, upon any release and
         termination of such Guarantee of the Obligations, and (ii) the
         aggregate principal amount of Indebtedness of Excluded Subsidiaries
         that is Guaranteed by any Loan Party shall be subject to the
         limitation set forth in clause (d) above;

                  (g) investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Permitted Acquisitions (other than the Acquisitions);
         provided that the consideration for each Permitted Acquisition shall
         consist solely of cash, Equity Interests of the Borrower, the
         assumption of Indebtedness of the acquired Person or encumbering the
         acquired assets or Indebtedness referred to in clause (vi) of Section
         6.01(a) or a combination thereof (and, if such Permitted Acquisition
         is or includes an Asset Swap Transaction, a Broadcasting Asset or all
         the

<PAGE>

                                                                             92


         Equity Interests in a Subsidiary owning a Broadcasting Asset);

                  (i) Hedging Agreements permitted under Section 6.07; and

                  (j) loans and advances to employees of any Loan Party in the
         ordinary course of business (including for travel, entertainment and
         relocation expenses) in an aggregate amount for all such Loan Parties
         not to exceed $10,000,000 at any time outstanding.

                  SECTION 6.05.     Asset Sales. The Borrower will not, and will
not permit any of the Subsidiary Loan Parties to, sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interest owned by it, nor
will the Borrower permit any of the Subsidiary Loan Parties to issue any
additional Equity Interest in such Subsidiary, except:

                  (a) sales of inventory, used or surplus equipment and
         Permitted Investments in the ordinary course of business;

                  (b) sales, transfers and dispositions to the Borrower or a
         Subsidiary; provided that any such sales, transfers or dispositions to
         an Excluded Subsidiary shall be made in compliance with Section 6.09;

                  (c) sales, transfers and other dispositions of assets (other
         than Equity Interests in a Subsidiary Loan Party) that are not
         permitted by any other clause of this Section; provided that the
         aggregate fair market value of all assets sold, transferred or
         otherwise disposed of in reliance upon this clause (c) shall not
         exceed (i) $20,000,000 during the fiscal year of the Borrower ending
         on December 31, 2002, (ii) $25,000,000 during any fiscal year of the
         Borrower ending thereafter and (iii) $100,000,000 in the aggregate
         during the term of this Agreement;

                  (d) sales of fixed or capital assets pursuant to sale and
         lease-back transactions, to the extent expressly permitted by Section
         6.06; and

                  (e) any Asset Swap Transaction; provided that to the extent
         that any consideration (other than a Broadcasting Asset or all the
         Equity Interests in a

<PAGE>

                                                                             93


         Person or group of affiliated Persons owning a Broadcasting Asset) is
         received by any Loan Party in connection with such transaction, such
         transaction shall be treated as a sale of the relevant assets that
         must comply with clause (c) above;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above) shall be made for fair
value and (other than those permitted by clause (b) and (e) above) solely for
cash consideration.

                  SECTION 6.06.     Sale and Leaseback Transactions. The
Borrower will not, and will not permit any of the Subsidiary Loan Parties to,
enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business,
whether now owned or hereinafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred, except for any such
sale of any fixed or capital assets (other than assets acquired pursuant to the
Acquisitions or any other Permitted Acquisition) that is made for cash
consideration in an amount not less than the cost of such fixed or capital
asset and is consummated within 90 days after the Borrower or such Subsidiary
Loan Party acquires or completes the construction of such fixed or capital
asset.

                  SECTION 6.07.     Hedging Agreements. The Borrower will not,
and will not permit any of the Subsidiary Loan Parties to, enter into any
Hedging Agreement, other than (a) Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary Loan Party is exposed in the conduct of its business or the
management of its liabilities and (b) Hedging Agreements entered into in order
to effectively exchange interest rates (from fixed to floating rates or
otherwise) with respect to any interest-bearing liability or investment of the
Borrower or any Subsidiary Loan Party.

                  SECTION 6.08.     Restricted Payments; Certain Payments of
Indebtedness. (a) The Borrower will not, and will not permit any of the
Subsidiary Loan Parties to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except, to the extent that no Default has occurred and is
continuing or would

<PAGE>

                                                                             94


result therefrom, (i) the Borrower may declare and pay dividends with respect
to its Equity Interests payable solely in additional Equity Interests of the
same class, (ii) the Borrower may declare and pay cash dividends with respect
to any outstanding shares of Series A Preferred Stock, provided that the
aggregate amount of such cash dividends paid by the Borrower from the Effective
Date to July 1, 2003 shall not exceed the sum of (A) $21,000,000 plus (B)
Excess Cash Flow for the fiscal year ending December 31, 2002 plus (C) the Net
Proceeds received by the Borrower in respect of the issuance by the Borrower of
additional Equity Interests to the extent not otherwise used for Permitted
Acquisitions or the purchase, redemption or retirement of the 2008 Subordinated
Notes pursuant to clause (v) of Section 6.08(b), (iii) Subsidiary Loan Parties
may declare and pay dividends ratably with respect to their Equity Interests,
(iv) the Borrower may make Restricted Payments, not exceeding $500,000 during
any fiscal year, pursuant to and in accordance with stock option plans or other
benefit plans for management or employees of the Borrower and its Subsidiaries
and (v) the Borrower may make Restricted Payments for the purpose of
purchasing, redeeming or refinancing the shares of Series A Preferred Stock (it
being understood and agreed that any shares of Series A Preferred Stock
purchased or redeemed pursuant to this clause (v) shall immediately be canceled
by the Borrower).

                  (b)      The Borrower will not, nor will it permit any
Subsidiary Loan Party to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancelation or termination of
any Indebtedness, except:

                  (i) payment or prepayment of Indebtedness created under the
         Loan Documents;

                  (ii) payment of regularly scheduled interest and principal
         payments as and when due in respect of any Indebtedness permitted by
         Section 6.01;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01;

<PAGE>

                                                                             95


                  (iv) payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness;

                  (v) payments, in an aggregate amount not to exceed the sum of
         (A) the Net Proceeds received by the Borrower in respect of the
         issuance by the Borrower of additional Equity Interests to the extent
         not otherwise used for Permitted Acquisitions or the payment of cash
         dividends in respect of the Series A Preferred Stock pursuant to
         clause (ii) of Section 6.08(a) plus (B) Excess Cash Flow for each
         fiscal year beginning with the fiscal year ending December 31, 2003,
         to the extent not otherwise used to prepay Term Borrowings in
         accordance with Section 2.10(d), for the purpose of purchasing,
         redeeming or retiring the 2008 Subordinated Notes (it being understood
         and agreed that any 2008 Subordinated Notes purchased pursuant to this
         clause (v) shall immediately be canceled by the Borrower); and

                  (vi) payment of Indebtedness outstanding under the Existing
         Credit Agreement on the Effective Date.

                  SECTION 6.09.     Transactions with Affiliates. The Borrower
will not, and will not permit any of the Subsidiary Loan Parties to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary Loan Party than could be obtained
on an arm's-length basis from unrelated third parties, (b) transactions between
or among the Borrower and Subsidiary Loan Parties not involving any other
Affiliate and (c) any Restricted Payment permitted by Section 6.08(a) (other
than clause (v) thereof).

                  SECTION 6.10.     Restrictive Agreements. The Borrower will
not, and will not permit any of the Subsidiary Loan Parties to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary Loan Party to create, incur or permit
to exist any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary Loan Party to pay dividends or other distributions with respect to
any of its Equity Interests or to make or repay loans or advances to the
Borrower or any other Subsidiary

<PAGE>

                                                                             96


Loan Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary
Loan Party; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment
or modification expanding the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and (v) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

                  SECTION 6.11.     FCC Licenses and License Subsidiaries. The
Borrower will not permit any FCC License (other than the FCC License for the
commercial radio broadcast station WQQK(FM) in Hendersonville, Tennessee) to be
owned or acquired by any Person other than a corporation organized under the
laws of a jurisdiction in the United States that (a) is a Subsidiary Loan Party
and is wholly owned directly by a Loan Party, (b) does not engage in any
business or activity other than the ownership of one or more FCC Licenses and
activities incidental thereto, (c) does not own or acquire any assets other
than one or more FCC Licenses, cash and Permitted Investments and (d) does not
have or incur any Indebtedness or other liabilities other than liabilities
under the Loan Documents, liabilities imposed by law, including tax
liabilities, and other liabilities incidental to its existence and permitted
business and activities (any corporation satisfying the foregoing requirements,
a "License Subsidiary"). The FCC License for the commercial radio broadcast
station WQQK(FM) in Hendersonville, Tennessee, may be owned by Phoenix of
Hendersonville, Inc., provided that Phoenix of Hendersonville, Inc. (i) is a
Subsidiary Loan Party and is wholly owned directly by a Loan Party and (ii)
does not have or incur any Indebtedness or other liabilities other than
liabilities under the Loan Documents, liabilities imposed by law, including tax
liabilities, and other liabilities incidental to its existence and the
ownership of an FCC License.

<PAGE>

                                                                             97


                  SECTION 6.12.     Amendment of Material Documents. The
Borrower will not, nor will it permit any Subsidiary Loan Party to, amend,
modify or waive any of its rights under (a) its certificate of incorporation,
by-laws or other organizational documents, (b) any indenture, credit agreement
or other document entered into to evidence or govern the terms of any
Indebtedness identified on Schedule 6.01 (including the 2008 Subordinated Notes
Indenture and the Subordinated Exchange Debenture Indenture) or permitted to be
created, incurred or assumed pursuant to Section 6.01 and, in each case, any
indenture, credit agreement or other document entered into with respect to any
extension, renewal, replacement or refinancing thereof or (c) any Acquisition
Documents, in each case except for any such amendment, modification or waiver
that, in the reasonable judgment of the Administrative Agent, would not, in any
material respect, adversely affect the interests of the Lenders.

                  SECTION 6.13.     Interest Expense Coverage Ratio. The
Borrower will not permit the ratio of (a) Consolidated EBITDA to (b)
Consolidated Interest Expense, in each case for any period of four consecutive
fiscal quarters ending on any date during any period set forth below, to be
less than the ratio set forth below opposite the period:

<TABLE>
<CAPTION>
           Period                           Ratio
           ------                           -----
<S>                                      <C>
Effective Date through and
including December 31, 2005              1.75 to 1.00

January 1, 2006 through and
including December 31, 2006              2.00 to 1.00

January 1, 2007 through and
including December 31, 2007              2.25 to 1.00

January 1, 2008 and thereafter           2.50 to 1.00
</TABLE>

                  SECTION 6.14.     Total Leverage Ratio. The Borrower will not
permit the Total Leverage Ratio as of any date during any period set forth
below to exceed the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
          Period                            Ratio
          ------                            -----
<S>                                      <C>
Effective Date through and
including June 30, 2003                  7.00 to 1.00
</TABLE>

<PAGE>

                                                                             98


<TABLE>
<S>                                      <C>
July 1, 2003 through and
including December 31, 2003              6.75 to 1.00

January 1, 2004 through and
including December 31, 2004              6.50 to 1.00

January 1, 2005 through and
including December 31, 2005              6.00 to 1.00

January 1, 2006 through and
including December 31, 2006              5.50 to 1.00

January 1, 2007 through and
including December 31, 2007              5.00 to 1.00

January 1, 2008 and thereafter           4.50 to 1.00
</TABLE>

                  SECTION 6.15.     Senior Leverage Ratio. The Borrower will not
permit the Senior Leverage Ratio as of any date during any period set forth
below to exceed the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
             Period                         Ratio
             ------                         -----
<S>                                      <C>
Effective Date through and
including June 30, 2003                  4.50 to 1.00

July 1, 2003 through and
including December 31, 2003              4.25 to 1.00

January 1, 2004 through and
including December 31, 2004              4.00 to 1.00

January 1, 2005 through and
including December 31, 2005              3.00 to 1.00

January 1, 2006 and thereafter           2.50 to 1.00
</TABLE>

                  SECTION 6.16.     Fixed Charge Coverage Ratio. The Borrower
will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Fixed
Charges, in each case for any period of four consecutive fiscal quarters, to be
less than 1.20 to 1.00.

                  SECTION 6.17.     Capital Expenditures. The Borrower will not,
nor will it permit any of the Subsidiary Loan Parties to, make or commit to
make any Capital Expenditures, except (a) Capital Expenditures of the Borrower
and the Subsidiary Loan Parties in the ordinary course of business

<PAGE>

                                                                             99


not exceeding in any fiscal year of the Borrower the sum of (i) Maintenance
Capital Expenditures for such fiscal year plus (ii) up to an aggregate amount
not to exceed $5,000,000 during such fiscal year to obtain, and build pursuant
to, construction permits in the markets in which the Borrower or any Subsidiary
Loan Party owns and operates a radio broadcast station, (b) Capital
Expenditures consisting of one-time technology investments of up to $50,000 for
each radio broadcast station owned and operated by the Borrower or any
Subsidiary Loan Party, (c) Capital Expenditures for the one-time consolidation
of physical facilities within a radio market, including remodelings,
relocations, expansions and new building and tower construction, in an
aggregate amount of up to $20,000,000 in any fiscal year and (d) Capital
Expenditures made with the proceeds of any Reinvestment Amount.

                  SECTION 6.18.     Excluded Subsidiaries. (a) The Borrower will
not permit any Excluded Subsidiary to (i) own or hold any Lien on any property
of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that
is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement
or understanding with the Borrower or any Subsidiary Loan Party that is not
expressly permitted by Section 6.09 or (iv) directly or indirectly own any
Indebtedness of or Equity Interests in, or have any other investments in, the
Borrower or any Subsidiary Loan Party.

                  (b)      Each Excluded Subsidiary shall be a Person with
respect to which neither the Borrower nor any Subsidiary Loan Party has any
direct or indirect obligation to (i) subscribe for additional Equity Interests,
(ii) maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results or (iii) except to
the extent permitted by Section 6.04, otherwise guarantee performance or
payment of any obligations of such Person.

                  (c)      If, at any time, any Excluded Subsidiary fails to
meet the requirements set forth in paragraphs (a) and (b) of this Section, such
Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of
this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on
the property of such Subsidiary shall be deemed to be Liens on the property of
a Subsidiary Loan Party, (iii) any investments in such

<PAGE>

                                                                            100


Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of
such date (and, if such Indebtedness, investments or Liens are not permitted to
be incurred or to exist pursuant to this Agreement, the Borrower shall be in
default hereunder) and (iv) the Borrower shall promptly comply with the
requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

                                  ARTICLE VII

                               Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan
         or any fee or any other amount (other than an amount referred to in
         clause (a) of this Article) payable under this Agreement or any other
         Loan Document, when and as the same shall become due and payable, and
         such failure shall continue unremedied for a period of five Business
         Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower or any Subsidiary in or in connection with
         any Loan Document or any amendment or modification thereof or waiver
         thereunder, or in any report, certificate, financial statement or
         other document furnished pursuant to or in connection with any Loan
         Document or any amendment or modification thereof or waiver
         thereunder, shall prove to have been incorrect in any material respect
         when made or deemed made;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.04 (with
         respect to the Borrower's existence) or 5.11 or in Article VI;

<PAGE>

                                                                            101


                  (e) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from the Administrative Agent to the Borrower (which
         notice will be given at the request of any Lender);

                  (f) the Borrower or any Subsidiary Loan Party shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable;

                  (g) any event or condition occurs that results in any
         Material Indebtedness becoming due prior to its scheduled maturity or
         that enables or permits (after the expiration of any applicable cure
         or grace period) the holder or holders of any Material Indebtedness or
         any trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower or any
         Subsidiary Loan Party or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Subsidiary
         Loan Party or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                  (i) the Borrower or any Subsidiary Loan Party shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state
         or foreign bankruptcy, insolvency, receivership or similar law now

<PAGE>

                                                                            102


         or hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Subsidiary
         Loan Party or for a substantial part of its assets, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a general assignment for the
         benefit of creditors or (vi) take any action for the purpose of
         effecting any of the foregoing;

                  (j) the Borrower or any Subsidiary Loan Party shall become
         unable, admit in writing its inability or fail generally to pay its
         debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $15,000,000 shall be rendered against
         the Borrower, any Subsidiary Loan Party or any combination thereof and
         the same shall remain undischarged for a period of 60 consecutive days
         during which execution shall not be effectively stayed, or any action
         shall be legally taken by a judgment creditor to attach or levy upon
         any assets of the Borrower or any Subsidiary Loan Party to enforce any
         such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion
         of the Required Lenders, when taken together with all other ERISA
         Events that have occurred, could reasonably be expected to result in a
         Material Adverse Effect;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on (i) any material Collateral or
         (ii) any nonmaterial Collateral to the extent that (within 30 days
         after the date on which such Lien ceases to be, or is asserted by any
         Loan Party not to be, a valid and perfected Lien) a valid and
         perfected Lien is not created on such Collateral, in each case with
         the priority required by the applicable Security Document, except (A)
         as a result of the sale or other disposition of the applicable
         Collateral in a transaction permitted under the Loan Documents or (B)
         as a result of the Administrative Agent's failure to maintain
         possession of any stock certificates, promissory notes or other

<PAGE>

                                                                            103

         instruments delivered to it under any Security Document;

                  (n) the loss, revocation, suspension or material impairment
         of any material FCC License shall occur; or

                  (o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower;
and in case of any event with respect to the Borrower described in clause (h)
or (i) of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms of the Loan

<PAGE>

                                                                            104

Documents, together with such actions and powers as are reasonably incidental
thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that the Administrative Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by
it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the

<PAGE>

                                                                            105

covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of
any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor to
the Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders, the Issuing Bank and the
Borrower. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor; provided that no
such consultation with the Borrower shall be required if a Default has occurred
and is continuing. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such

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appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of
the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Loan Documents. The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and
such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.

                                   ARTICLE IX

                                 Miscellaneous

                  SECTION 9.01.     Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by

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certified or registered mail or sent by telecopy, as follows:

                  (i) if to the Borrower, to it at Cumulus Media Inc., 3535
         Piedmont Road, Building 14, 14th Floor, Atlanta, Georgia 30305,
         Attention of General Counsel and Chief Financial Officer (Telecopy No.
         (404) 443- 0742);

                  (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Ms. Gloria Javier (Telecopy No.
         (212) 552-5700), with a copy to JPMorgan Chase Bank, 270 Park Avenue,
         New York, New York 10017, Attention of Ms. Joan Fitzgibbon (Telecopy
         No. (212) 270-4164);

                  (iii) if to the Issuing Bank, to it at JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Ms. Gloria Javier (Telecopy No.
         (212) 552- 5700), with a copy to JPMorgan Chase Bank, 270 Park Avenue,
         New York, New York 10017, Attention of Ms. Joan Fitzgibbon (Telecopy
         No. (212) 270-4164); and

                  (iv) if to any other Lender, to it at its address (or
         telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

                  SECTION 9.02.     Waivers; Amendments. (a) No failure or delay
by the Administrative Agent, the Issuing Bank or any Lender in exercising any
right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision

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                                                                            108


of any Loan Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.

                  (b)      Except as provided in Section 2.19 with respect to
an Incremental Facility Amendment, neither this Agreement nor any other Loan
Document nor any provision hereof or thereof may be waived, amended or modified
except, in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders or, in the
case of any other Loan Document, pursuant to an agreement or agreements in
writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, in each case with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby, (iii) postpone the maturity of any Loan, or any
scheduled date of payment of the principal amount of any Term Loan under
Section 2.09, or any scheduled reduction in the aggregate principal amount of
the Revolving Commitments under Section 2.07, or the required date of
reimbursement of any LC Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section or the percentage set forth in the
definition of "Required Lenders" or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release
any Subsidiary Loan Party from its

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                                                                            109


Guarantee under the Collateral Agreement (except as expressly provided in the
Collateral Agreement), or limit its liability in respect of such Guarantee,
without the written consent of each Lender, (vii) release all or substantially
all of the Collateral from the Liens of the Security Documents, without the
written consent of each Lender, (viii) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans of any Class differently than those
holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of each affected Class (in addition to any consent required under any other
clause of this Section) or (ix) change the rights of the Tranche B Lenders to
decline mandatory prepayments as provided in Section 2.10, without the written
consent of Tranche B Lenders holding a majority of the outstanding Tranche B
Loans; provided further that (A) no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent or the
Issuing Bank without the prior written consent of the Administrative Agent or
the Issuing Bank, as the case may be, and (B) any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders (but not the Incremental
Revolving Lenders, the Tranche A Lenders, the Tranche B Lenders and the
Incremental Term Lenders), the Incremental Revolving Lenders (but not the
Revolving Lenders, the Tranche A Lenders, the Tranche B Lenders and the
Incremental Term Lenders), the Tranche A Lenders (but not the Revolving
Lenders, the Incremental Revolving Lenders, the Tranche B Lenders and the
Incremental Term Lenders), the Tranche B Lenders (but not the Revolving
Lenders, the Incremental Revolving Lenders, the Tranche A Lenders and the
Incremental Term Lenders) or the Incremental Term Lenders (but not the
Revolving Lenders, the Incremental Revolving Lenders, the Tranche A Lenders and
the Tranche B Lenders) may be effected by an agreement or agreements in writing
entered into by the Borrower and requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this
Section if such Class of Lenders were the only Class of Lenders hereunder at
the time. Notwithstanding the foregoing, any provision of this Agreement may be
amended by an agreement in writing entered into by the Borrower, the Required
Lenders and the Administrative Agent (and, if its rights or obligations are
affected thereby, the Issuing Bank) if (i)

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                                                                            110


by the terms of such agreement the Commitment of each Lender not consenting to
the amendment provided for therein shall terminate upon the effectiveness of
such amendment and (ii) at the time such amendment becomes effective, each
Lender not consenting thereto receives payment in full of the principal of and
interest accrued on each Loan made by it and all other amounts owing to it or
accrued for its account under this Agreement.

                  SECTION 9.03.     Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or
waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by
the Administrative Agent, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such reasonable out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit.

                  (b)      The Borrower shall indemnify the Administrative
Agent, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of
Credit or the use of the proceeds

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                                                                            111


therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or
from any Mortgaged Property or any other property currently or formerly owned
or operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or wilful misconduct of such Indemnitee.

                  (c)      To the extent that the Borrower fails to pay any
amount required to be paid by it to the Administrative Agent or the Issuing
Bank under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent or the Issuing Bank, as the case may be,
such Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or the Issuing Bank in its capacity as such.
For purposes hereof, a Lender's "pro rata share" shall be determined based upon
its share of the sum of the total Revolving Exposures, outstanding Term Loans
and unused Commitments at the time.

                  (d)      To the extent permitted by applicable law, the
Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof.

                  (e)      All amounts due under this Section shall be payable
promptly after written demand therefor.

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                                                                            112


                  SECTION 9.04.     Successors and Assigns. (a) The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder (other than as expressly provided in clause (ii) of
Section 6.03(a)) without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

                  (b)      Any Lender may assign to one or more assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it); provided
that (i) except in the case of an assignment to a Lender or a Lender Affiliate,
each of the Borrower and the Administrative Agent (and, in the case of an
assignment of all or a portion of a Revolving Commitment or any Lender's
obligations in respect of its LC Exposure, the Issuing Bank) must give its
prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed), (ii) except in the case of an assignment to
a Lender or a Lender Affiliate or an assignment of the entire remaining amount
of the assigning Lender's Commitment or Loans, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (or
$1,000,000, in the case of an assignment of a Tranche B Commitment or Tranche B
Term Loans) unless each of the Borrower and the Administrative Agent otherwise
consent (each such consent not to be unreasonably withheld or delayed), (iii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement,
except that this clause (iii) shall not be construed to prohibit the assignment
of a proportionate part of all the assigning Lender's rights and obligations in
respect of one Class of Commitments or Loans,

<PAGE>

                                                                            113


(iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, provided that, in the case of contemporaneous
assignments by a Lender to more than one fund managed or advised by the same
investment advisor (which funds are not then Lenders hereunder) or by more than
one fund managed or advised by the same investment advisor (which funds are
then Lenders hereunder) to a single fund managed or advised by such investment
advisor, only a single $3,500 fee shall be payable for all such contemporaneous
assignments by such Lender to such funds, and (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default
under clause (a), (b), (h) or (i) of Article VII has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply
with this paragraph shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with paragraph (e) of this Section.

                  (c)      The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at one of its offices in
The City of New York a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent, the Issuing Bank and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all

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purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Bank
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

                  (d)      Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.

                  (e)      Any Lender may, without the consent of or notice to
the Borrower, the Administrative Agent or the Issuing Bank, sell participations
to one or more banks or other entities (a "Participant") in all or a portion of
such Lender's rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (f) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and
2.16 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender,

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                                                                            115


provided such Participant agrees to be subject to Section 2.17(c) as though it
were a Lender.

                  (f)      A Participant shall not be entitled to receive any
greater payment under Section 2.14 or 2.16 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.16 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.16(e) as though it were a Lender.

                  (g)      Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto. In the case of any Lender that is a fund that invests
in bank loans, such Lender may, without the consent of the Borrower or the
Administrative Agent, assign or pledge all or any portion of its rights (but
not obligations) under this Agreement, including the Loans and any notes or any
other instrument evidencing its rights as a Lender under this Agreement, to any
holder of, trustee for, or any other representative of holders of, obligations
owed or securities issued by such fund, as security for such obligations or
securities; provided that any foreclosure or similar action by such trustee or
representative shall be subject to the provisions of this Section 9.04
concerning assignments.

                  SECTION 9.05.     Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any

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                                                                            116


Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

                  SECTION 9.06.     Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This
Agreement, the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

                  SECTION 9.07.     Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

                  SECTION 9.08.     Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender

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                                                                            117


and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

                  SECTION 9.09.     Governing Law; Jurisdiction; Consent to
Service of Process. (a) This Agreement shall be construed in accordance with
and governed by the laws of the State of New York.

                  (b)      The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right
that the Administrative Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against the Borrower or its properties in the courts of any
jurisdiction.

                  (c)      The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any court referred to in paragraph (b) of this Section.
Each of the parties hereto

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                                                                            118


hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

                  (d)      Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

                  SECTION 9.10.     WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11.     Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.

                  SECTION 9.12.     Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority or
rating agency, (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing

<PAGE>

                                                                            119


provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the
Borrower, (h) to any direct or indirect contractual counterparty in any swap,
hedge or similar agreement or such contractual counterparty's professional
advisor to such contractual counterparty, so long as such contractual
counterparty or such professional advisor agrees to be bound by the provisions
of this Section, or (i) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower. For the purposes
of this Section, "Information" means all information received from the Borrower
relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in
the case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13.     Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated
as interest on such Loan under applicable law (collectively the "Charges"),
shall exceed the maximum lawful rate (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest
and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

<PAGE>

                                                                            120

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



                                       CUMULUS MEDIA INC.,



                                       by  /s/ Martin Gausvik
                                          --------------------------------------
                                          Name: Martin Gausvik
                                          Title: Executive Vice
                                                 President, Chief
                                                 Financial Officer
                                                 and Treasurer



                                       JPMORGAN CHASE BANK,
                                       individually and as
                                       Administrative Agent,



                                       by /s/ Robert Anastasio
                                         ---------------------------------------
                                         Name: Robert Anastasio
                                         Title: Vice President

<PAGE>

                                                                            121


                                       BANK OF AMERICA, N.A.,



                                       by /s/ Steven P. Renwick
                                         ---------------------------------------
                                         Name: Steven P. Renwick
                                         Title: Principal



                                       SUNTRUST BANK,



                                       by /s/ J. Eric Millham
                                         ---------------------------------------
                                         Name: J. Eric Millham
                                         Title: Director



                                       FLEET NATIONAL BANK,



                                       by /s/ Stephen Healey
                                         ---------------------------------------
                                         Name: Stephen Healey
                                         Title: Managing Director



                                       CIT LENDING SERVICES
                                       CORPORATION,



                                       by /s/ Rosemary Ahee
                                         ---------------------------------------
                                         Name: Rosemary Ahee
                                         Title: Vice President



                                       CIBC INC.,



                                       by /s/ M. Sanjeeva Senanayake
                                         ---------------------------------------
                                         Name: M. Sanjeeva
                                               Senanayake
                                         Title: Executive Director



                                       CREDIT LYONNAIS NEW YORK BRANCH,



                                       by /s/ Jeremy Horn
                                         ---------------------------------------
                                         Name: Jeremy Horn
                                         Title: Vice President

<PAGE>

                                                                             122



                                       ING CAPITAL LLC,



                                       by /s/ Bill James
                                         ---------------------------------------
                                         Name: Bill James
                                         Title: Director



                                       U.S. BANK, NATIONAL ASSOCIATION,



                                       by /s/ Christian J. Bugyis
                                         ---------------------------------------
                                         Name: Chistian J. Bugyis
                                         Title: Vice President



                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION,



                                       by /s/ Karl Kieffer
                                         ---------------------------------------
                                         Name: Karl Kieffer
                                         Title: Duly Authorized
                                                Signatory



                                       NATIONAL CITY BANK,



                                       by /s/ Chris Kalmbach
                                         ---------------------------------------
                                         Name: Chris Kalmbach
                                         Title: Senior Vice
                                                President



                                       NATEXIS BANQUES POPULAIRES,



                                       by /s/ Evan S. Kraus
                                         ---------------------------------------
                                         Name: Evan S. Kraus
                                         Title: Vice President



                                       by /s/ Cynthia E. Sachs
                                         ---------------------------------------
                                         Name: Cynthia E. Sachs
                                         Title: Vice President,
                                                Group Manager

<PAGE>

                                                                            123


                                       MORGAN STANLEY PRIME INCOME
                                       TRUST,



                                       by /s/ Sheila A. Finnerty
                                         ---------------------------------------
                                         Name: Sheila A. Finnerty
                                         Title: Executive Director



                                       VAN KAMPEN PRIME RATE INCOME
                                       TRUST,

                                       By: Van Kampen Investment
                                           Advisory Corp.



                                           by /s/ Brian Buscher
                                             -----------------------------------
                                             Name: Brian Buscher
                                             Title: Manager



                                       VAN KAMPEN SENIOR INCOME TRUST,

                                       By: Van Kampen Investment
                                           Advisory Corp.



                                           by /s/ Brian Buscher
                                             -----------------------------------
                                             Name: Brian Buscher
                                             Title: Manager



                                       VAN KAMPEN SENIOR FLOATING RATE
                                       FUND,

                                       By: Van Kampen Investment
                                           Advisory Corp.



                                           by /s/ Brian Buscher
                                             -----------------------------------
                                             Name: Brian Buscher
                                             Title: Manager



                                       DEBT STRATEGIES FUND, INC.,



                                       by /s/ Robert Phillips
                                         ---------------------------------------
                                         Name: Robert Phillips
                                         Title: Authorized Signatory

<PAGE>

                                                                            124


                                       LIBERTY-STEIN ROE ADVISOR
                                       FLOATING RATE ADVANTAGE FUND,

                                       By: Stein Roe & Farnham
                                           Incorporated, as Advisor,



                                           by /s/ Brian Murphy
                                             -----------------------------------
                                             Name: Brian Murphy
                                             Title: Vice President



                                       KZH RIVERSIDE LLC,



                                       by /s/ Susan Lee
                                         ---------------------------------------
                                         Name: Susan Lee
                                         Title: Authorized Agent



                                       TRAVELERS CORPORATE LOAN FUND
                                       INC.,

                                       By: Travelers Asset Management
                                           International Company, LLC



                                           by /s/ William M. Gardner
                                             -----------------------------------
                                             Name: William M. Gardner
                                             Title: Assistant Investment
                                                    Officer

</TEXT>
</DOCUMENT>
