S-3/A

   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1997
    
   
                                                      REGISTRATION NO. 333-19291
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
 
   
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
    
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                           --------------------------
 
                                         
        JACOR COMMUNICATIONS, INC.                 JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified in   (Exact name of registrant as specified in
               its charter)                                its charter)


 
                                                                    
         DELAWARE               31-0978313                FLORIDA               59-2054850
      (STATE OR OTHER        (I.R.S. EMPLOYER         (STATE OR OTHER        (I.R.S. EMPLOYER
      JURISDICTION OF         IDENTIFICATION          JURISDICTION OF         IDENTIFICATION
     INCORPORATION OR              NO.)              INCORPORATION OR              NO.)
       ORGANIZATION)                                   ORGANIZATION)


 
   
                                                                                       
JACOR BROADCASTING CORPORATION                                           OHIO                  31-1363232
BROADCAST FINANCE, INC.                                                  OHIO                  31-1390698
JACOR BROADCASTING OF FLORIDA, INC.                                      FLORIDA               31-1102108
JACOR BROADCASTING OF ATLANTA, INC.                                      GEORGIA               31-1133504
JACOR BROADCASTING OF COLORADO, INC.                                     COLORADO              31-1212116
JACOR BROADCASTING OF KNOXVILLE, INC.                                    DELAWARE              31-1125479
JACOR BROADCASTING OF TAMPA BAY, INC.                                    FLORIDA               31-1234979
JACOR CABLE, INC.                                                        KENTUCKY              31-1273897
GEORGIA NETWORK EQUIPMENT, INC.                                          GEORGIA               31-0317907
JACOR BROADCASTING OF SAN DIEGO, INC.                                    DELAWARE              31-1440011
JACOR BROADCASTING OF ST. LOUIS, INC.                                    MISSOURI              43-1735433
JACOR BROADCASTING OF SARASOTA, INC.                                     FLORIDA               31-1468564
INMOBILIARIA RADIAL, S.A. DE C.V.                                        MEXICO                NOT APPLICABLE
NOBLE BROADCAST GROUP, INC.                                              DELAWARE              33-0215206
NOBLE BROADCAST OF COLORADO, INC.                                        CALIFORNIA            33-0250362
NOBLE BROADCAST OF SAN DIEGO, INC.                                       CALIFORNIA            95-3230874
NOBLE BROADCAST OF ST. LOUIS, INC.                                       DELAWARE              33-0294761
NOBLE BROADCAST OF TOLEDO, INC.                                          CALIFORNIA            30-0200806
NOVA MARKETING GROUP, INC.                                               CALIFORNIA            33-0578898
NOBLE BROADCAST LICENSES, INC.                                           CALIFORNIA            34-1794221
NOBLE BROADCAST HOLDINGS, INC.                                           DELAWARE              33-0492627
SPORTS RADIO BROADCASTING, INC.                                          CALIFORNIA            33-0525378
NOBRO, S.C.                                                              MEXICO                NOT APPLICABLE
SPORTS RADIO, INC.                                                       CALIFORNIA            95-4350343
NOBLE BROADCAST CENTER, INC.                                             CALIFORNIA            33-0189045
CITICASTERS CO.                                                          OHIO                  31-1081002
GACC-N26LB, INC.                                                         DELAWARE              31-1231527
GACC-340, INC.                                                           DELAWARE              31-1251968
CINE GUARANTORS, INC.                                                    CALIFORNIA            95-2677644
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.                              CALIFORNIA            31-1019819
CINE GUARANTORS II, INC.                                                 CALIFORNIA            95-2960196
GREAT AMERICAN MERCHANDISING GROUP, INC.                                 NEW YORK              13-2658721
TAFT-TCI SATELLITE SERVICES, INC.                                        COLORADO              84-0863016
CINE FILMS, INC.                                                         CALIFORNIA            95-2945526
THE SY FISCHER COMPANY AGENCY, INC.                                      CALIFORNIA            95-2792659
LOCATION PRODUCTIONS, INC.                                               CALIFORNIA            95-2556702
LOCATION PRODUCTIONS II, INC.                                            CALIFORNIA            95-2945537
VTTV PRODUCTIONS                                                         CALIFORNIA            31-0924795
F.M.I. PENNSYLVANIA, INC.                                                PENNSYLVANIA          59-1648738
WHOK, INC.                                                               OHIO                  34-1092716
CINE MOBILE SYSTEMS INT'L. N.V.                                          ANTILLE               NOT APPLICABLE
CINE MOVIL S.A. DE C.V.                                                  MEXICO                NOT APPLICABLE
CINE GUARANTORS II, LTD.                                                 CANADA                NOT APPLICABLE
REGENT BROADCASTING OF CHARLESTON, INC.                                  DELAWARE              57-1030503
REGENT BROADCASTING OF KANSAS CITY, INC.                                 DELAWARE              43-1722735
 
                                                                         (REGISTRANTS CONTINUED ON NEXT PAGE)


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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
(REGISTRANTS CONTINUED FROM PREVIOUS PAGE)
    
   
                                                                                       
REGENT BROADCASTING OF LAS VEGAS, INC.                                       DELAWARE              61-1263208
REGENT BROADCASTING OF LAS VEGAS II, INC.                                    DELAWARE              31-1506631
REGENT BROADCASTING OF LOUISVILLE, INC.                                      DELAWARE              61-1257881
REGENT BROADCASTING OF LOUISVILLE II, INC.                                   DELAWARE              31-1506626
REGENT BROADCASTING OF SALT LAKE CITY, INC.                                  DELAWARE              87-0546502
REGENT BROADCASTING OF SALT LAKE CITY II, INC.                               DELAWARE              31-1506618
REGENT LICENSEE OF CHARLESTON, INC.                                          DELAWARE              57-1031405
REGENT LICENSEE OF KANSAS CITY, INC.                                         DELAWARE              43-1724459
REGENT LICENSEE OF LAS VEGAS, INC.                                           DELAWARE              88-0345737
REGENT LICENSEE OF LAS VEGAS II, INC.                                        DELAWARE              31-1506613
REGENT LICENSEE OF LOUISVILLE, INC.                                          DELAWARE              61-1289758
REGENT LICENSEE OF LOUISVILLE II, INC.                                       DELAWARE              31-1506609
REGENT LICENSEE OF SALT LAKE CITY, INC.                                      DELAWARE              87-0546823
REGENT LICENSEE OF SALT LAKE CITY II, INC.                                   DELAWARE              31-1506621
EFM PROGRAMMING, INC.                                                        DELAWARE              31-1511358
 


                                                                       (STATE OR OTHER
                                                                       JURISDICTION OF        (I.R.S. EMPLOYER
                                                                       INCORPORATION OR        IDENTIFICATION
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)              ORGANIZATION)             NUMBER)
- -----------------------------------------------------------------  ------------------------  ------------------

    
 
                         50 EAST RIVERCENTER BOULEVARD
                                   12TH FLOOR
                           COVINGTON, KENTUCKY 41011
                                 (606) 655-2267
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
                           --------------------------
 
                              R. CHRISTOPHER WEBER
                           JACOR COMMUNICATIONS, INC.
                         50 EAST RIVERCENTER BOULEVARD
                                   12TH FLOOR
                           COVINGTON, KENTUCKY 41011
                                 (606) 655-2267
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                           --------------------------
 
                          COPIES OF COMMUNICATIONS TO:
                           RICHARD G. SCHMALZL, ESQ.
                            DOUGLAS D. ROBERTS, ESQ.
                            GRAYDON, HEAD & RITCHEY
                            1900 FIFTH THIRD CENTER
                             CINCINNATI, OHIO 45202
                                 (513) 621-6464
                           --------------------------
 
    Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes effective.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
investment reinvestment plans, check the following box. /X/
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                           --------------------------
 
   
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
    
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   
PROSPECTUS
    
   
APRIL 21, 1997
    
                                  $250,000,000
 
   
                                     [LOGO]
                                PREFERRED STOCK
                          CONVERTIBLE PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                          JACOR COMMUNICATIONS COMPANY
                         AND THE SUBSIDIARY GUARANTORS
    
 
                          JACOR COMMUNICATIONS COMPANY
                                DEBT SECURITIES
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                           JACOR COMMUNICATIONS, INC.
                         AND THE SUBSIDIARY GUARANTORS
 
    Jacor Communications, Inc. ("Jacor") may from time to time offer (i)
convertible debt securities consisting of debentures, notes or other evidences
of indebtedness representing unsecured obligations of Jacor, which may be either
subordinated or senior if Jacor's then-existing loan agreements and indentures
permit the issuance of Senior Debt (as defined herein), and which are
convertible or exchangeable into Jacor Common Stock (as defined below), Jacor
Preferred Stock (as defined below) or other debt securities issued hereunder
(the "Jacor Convertible Debt Securities"), (ii) shares of Preferred Stock, par
value $.01 per share (the "Jacor Preferred Stock"), which may be issued in the
form of depositary shares evidenced by depositary receipts (the "Jacor
Depositary Shares"); (iii) shares of Jacor Preferred Stock convertible or
exchangeable into Common Stock, par value $.01 per share (the "Jacor Common
Stock"), another series of Jacor Preferred Stock or other debt securities issued
hereunder (the "Jacor Convertible Preferred Stock"); and (iv) shares of Jacor
Common Stock, in each case, in amounts, at prices and on terms to be determined
at the time of the offering.
 
   
    Jacor Communications Company, a wholly-owned subsidiary of Jacor ("JCC"),
may also from time to time offer (i) debt securities consisting of debentures,
notes or other evidences of indebtedness representing unsecured obligations of
JCC, which may be either subordinated or senior if JCC's then-existing loan
agreements and indentures permit the issuance of Senior Debt (the "JCC Debt
Securities"); and (ii) convertible debt securities consisting of JCC Debt
Securities which are convertible or exchangeable into Jacor Common Stock or
Jacor Preferred Stock or other debt securities issued hereunder (the "JCC
Convertible Debt Securities"), in each case, in amounts, at prices and on terms
to be determined at the time of the offering. In connection therewith, Jacor and
the Subsidiary Guarantors (as defined herein) may, on a joint and several basis,
offer full and unconditional guarantees ("Guarantees") with respect to the JCC
Debt Securities and JCC Convertible Debt Securities, as described herein under
"Description of Convertible Debt Securities and JCC Debt Securities." All
subsidiaries of JCC will become Subsidiary Guarantors if required by the
indenture governing the Convertible Debt Securities and/or the JCC Debt
Securities. The Jacor Convertible Debt Securities and the JCC Convertible Debt
Securities are sometimes collectively referred to as the "Convertible Debt
Securities." The Jacor Convertible Debt Securities, the Jacor Preferred Stock,
the Jacor Convertible Preferred Stock, the Jacor Common Stock, the Jacor
Depositary Shares, the JCC Debt Securities, the JCC Convertible Debt Securities,
and the Guarantees are collectively called the "Securities." See "Description of
Convertible Debt Securities and JCC Debt Securities -- Certain Covenants --
Subsidiary Guarantees" and "Description of Other Indebtedness -- The Credit
Facility," "-- The 1996 10 1/8% Notes," "-- The Liquid Yield Option-TM- Notes,"
and "-- The 1996 9 3/4% Notes."
    
 
    For each offering of Securities for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (the "Prospectus
Supplement"), which sets forth, where applicable, (i) in the case of Convertible
Debt Securities and JCC Debt Securities, the specific designation, aggregate
principal amount, the denomination, maturity, priority, premium, if any, the
rate (which may be fixed or variable), time and method of calculating payment of
interest, if any, on such Convertible Debt Securities or JCC Debt Securities,
any terms of redemption at the option of Jacor, JCC, or the holder, terms for
sinking fund payments, and with respect to Convertible Debt Securities, terms
for conversion or exchange into Jacor Common Stock, Jacor Preferred Stock or
other debt securities issued hereunder; (ii) in the case of Jacor Preferred
Stock or Jacor Convertible Preferred Stock, the specific title and stated value,
any dividend, liquidation, redemption, voting and other rights, and any other
special terms, including the terms for converting or exchanging Jacor
Convertible Preferred Stock into other Securities, and whether the Jacor
Preferred Stock or Jacor Convertible Preferred Stock will be offered in the form
of Jacor Depositary Shares and the terms thereof; and (iii) in the case of Jacor
Common Stock, the number of shares of Jacor Common Stock and the terms of
offering thereof. The Prospectus Supplement will also contain information, as
applicable, about certain United States Federal income tax considerations
relating to the particular Securities offered thereby.
 
    The aggregate initial offering price of the Securities offered by Jacor
and/or JCC hereby will not exceed $250,000,000.00.
 
    Jacor and/or JCC may sell the Securities to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution." The
accompanying Prospectus Supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the Securities in respect of which
this Prospectus is being delivered, the amounts proposed to be purchased by
them, any applicable fee, commission or discount arrangements with them, the
initial public offering price and the net proceeds to Jacor and/or JCC. Any
statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in the accompanying
Prospectus Supplement.
 
   
    The Jacor Common Stock is traded on the Nasdaq National Market under the
symbol "JCOR." Any Jacor Common Stock sold pursuant to a Prospectus Supplement
will be listed on the Nasdaq National Market, subject to official notice of
issuance. Warrants issued by Jacor in 1996 are listed on the Nasdaq National
Market under the symbol "JCORZ." Liquid Yield Option-TM- Notes issued by Jacor
in 1996 are listed on the Nasdaq Small Cap Market under the symbol "JCORL" and
Warrants issued by Jacor in 1997 are listed on the Nasdaq National Market under
the symbol "JCORM." Jacor has not yet determined whether any of the JCC Debt
Securities, JCC Convertible Debt Securities, Jacor Convertible Debt Securities,
Jacor Preferred Stock, or Jacor Convertible Preferred Stock offered hereby will
be listed on any exchange or over-the-counter market. If Jacor decides to seek
listing of any such Securities, the Prospectus Supplement relating thereto will
disclose such exchange or market.
    
 
    SEE "RISK FACTORS" AT PAGE 4 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
                            ------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
       PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
 
    This Prospectus may not be used to consummate sales of Securities unless
accompanied by the applicable Prospectus Supplement.

                             AVAILABLE INFORMATION
 
    Jacor is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Jacor, JCC and the Subsidiary Guarantors have
filed a Registration Statement on Form S-3 together with all amendments and
exhibits thereto (the "Registration Statement") with the Commission under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. The
Registration Statement, including any amendments, schedules and exhibits
thereto, is available for inspection and copying as set forth above. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein include all material terms of such contracts or
other documents but are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference. Such reports, proxy statements and other information filed
with the Commission are available for inspection and copying at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such documents may also be obtained from the Public
Reference Room of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Jacor files its reports, proxy
statements and other information with the Commission electronically, and the
Commission maintains a Web site located at http://www.sec.gov containing such
information. In addition, reports and other information concerning Jacor are
available for inspection and copying at the offices of The Nasdaq Stock Market
at 1735 K Street, N.W., Washington, D.C. 20006-1506.
 
                                       2

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
   
    The following documents previously filed by Jacor with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
are made a part hereof:
    
 
   
    (a) Jacor's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, as amended;
    
 
   
    (b) Jacor's Current Reports on Form 8-K dated January 9, 1997, January 24,
1997, March 7, 1997 (amending Jacor's Form 8-K dated October 23, 1996), March
21, 1997, as amended, and April 8, 1997; and
    
 
   
    (c) Jacor's Form 8-B Registration Statement dated September 23, 1996.
    
 
   
    All documents filed by Jacor with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and
prior to the termination of the offering of the securities made hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein (or in any other subsequently filed
document that is or is deemed to be incorporated by reference herein) modifies
or supersedes such previous statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Prospectus except as so
modified or superseded.
    
 
   
    This Prospectus incorporates by reference certain documents relating to
Jacor which are not delivered herewith. These documents (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
herein) are available, without charge, upon oral or written request by any
person to whom this Prospectus is delivered. Such requests should be directed to
Jacor Communications, Inc., 50 East RiverCenter Boulevard, 12th Floor,
Covington, Kentucky 41011, Attention: Corporate Communications and Investor
Relations, Telephone Number (606) 655-2267, Fax Number (606) 655-9345.
    
 
                                       3

                                  RISK FACTORS
 
    IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS BEFORE PURCHASING THE
SECURITIES OFFERED HEREBY.
 
    RISKS OF ACQUISITION STRATEGY.  Jacor intends to pursue growth through the
opportunistic acquisition of broadcasting companies, radio station groups,
individual radio stations and entities that provide services to radio station
groups or individual radio stations. In this regard, Jacor routinely reviews
such acquisition opportunities. Jacor believes that currently there are
available a number of acquisition opportunities that would be complementary to
its business. Jacor cannot predict whether it will be successful in pursuing
such acquisition opportunities or what the consequences of any such acquisition
would be.
 
    The receipt of certain federal and state governmental or regulatory
approvals is required in order to consummate the acquisitions, including
approvals or waivers from the Federal Communications Commission (the "FCC"),
and, if certain criteria are met, the expiration of or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), as enforced by the Antitrust Division
of the Department of Justice (the "Antitrust Division"). With regard to each
proposed acquisition, Jacor will use its reasonable best efforts to obtain such
approvals or waivers, but there can be no assurance that (i) the FCC will
approve the transfer of the broadcast licenses in connection with each proposed
transaction; (ii) the FCC or a court would affirm the FCC consent to the
proposed transaction if such review is undertaken; (iii) the HSR Act waiting
periods with respect to the various proposed transactions will expire without
objections being raised by either the Federal Trade Commission (the "FTC") or
the Antitrust Division that would not be eliminated without substantial changes
to the terms of the applicable proposed transactions; or (iv) Jacor will be
successful in consummating various proposed transactions in a timely manner or
on the terms originally agreed upon by the parties to the transactions.
 
    Jacor's acquisition strategy involves numerous risks, including difficulties
in the integration of operations and systems, the diversion of management's
attention from other business concerns and the potential loss of key employees
of acquired stations. There can be no assurance that Jacor's management will be
able to manage effectively the resulting business or that such acquisitions will
benefit Jacor.
 
    Future acquisitions also may involve the expenditure of significant funds.
Depending upon the nature, size and timing of future acquisitions, Jacor may be
required to raise additional financing. There is no assurance that such
additional financing will be available to Jacor on acceptable terms.
 
    INCREASED ANTITRUST SCRUTINY.  Subsequent to the passage of the
Telecommunications Act of 1996 (the "Telecom Act") on February 8, 1996, the
radio broadcast industry has been subject to an increased amount of scrutiny by
the Antitrust Division. Such scrutiny caused Jacor to experience delays and
increased costs in closing several transactions and also compelled changes in
the proposed terms of several acquisitions. Jacor could experience similar
delays, increased costs, and compelled changes in connection with future
transactions.
 
    Although Jacor does not believe that antitrust considerations will adversely
affect Jacor's ability to successfully implement its business strategy, the
effects of the Antitrust Division's heightened level of scrutiny on the radio
broadcast industry and on Jacor are uncertain. There can be no assurance that
these concerns will not negatively impact Jacor.
 
    FCC REGULATION OF BROADCASTING INDUSTRY.  The broadcasting industry is
subject to extensive regulation by the FCC which, among other things, requires
approval for the issuance, renewal, transfer and assignment of broadcasting
station operating licenses, limits the number of broadcasting properties Jacor
may acquire and regulates the operations of broadcasting stations. Additionally,
in certain circumstances, the Communications Act of 1934, as amended (the
"Communications Act"), and FCC rules will operate to impose limitations on alien
ownership and voting of the capital stock of Jacor. The FCC is considering
changes to its rules in response to the Telecom Act and other industry
developments. There can be no assurance that any such rule changes will not
negatively impact Jacor's operations in the future.
 
                                       4

    Jacor's business will be dependent upon maintaining its broadcasting
licenses issued by the FCC, which are issued currently for a maximum term of
five years for television and seven years for radio. Although it is rare for the
FCC to deny a renewal application, there can be no assurance that the pending or
future renewal applications will be approved, or that such renewals will not
include conditions or qualifications that could adversely affect Jacor's
operations. Moreover, governmental regulations and policies may change over time
and there can be no assurance that such changes would not have a material
adverse impact upon Jacor's business, financial condition and results of
operations.
 
    COMPETITION; BUSINESS RISKS.  Broadcasting is a highly competitive business.
Jacor's radio and television stations compete for audiences and advertising
revenues directly with other radio and television stations, as well as with
other media, such as newspapers, magazines, cable television, outdoor
advertising, and direct mail, within their respective geographic areas. Audience
ratings and revenue shares are subject to change and any adverse change in a
particular geographic area could have a material and adverse effect on the
revenue of stations located in that geographic area. Future operations are
further subject to many variables which could have an adverse effect upon
Jacor's financial performance. These variables include economic conditions, both
generally and relative to the broadcasting industry; shifts in population and
other demographics; the level of competition for advertising dollars with other
radio stations, television stations, and other entertainment and communications
media; fluctuations in operating costs; technological changes and innovations;
changes in labor conditions; and changes in governmental regulations and
policies and actions of federal regulatory bodies. Although Jacor believes that
each of its stations is able to compete effectively in its respective broadcast
area, there can be no assurance that any such stations will be able to maintain
or increase its current audience ratings and advertising revenues.
 
    SUBSTANTIAL LEVERAGE AND LIMITED FINANCIAL FLEXIBILITY.  Jacor's outstanding
indebtedness and its offering of any debt securities hereunder may have the
following important consequences: (i) significant interest expense and principal
repayment obligations resulting in substantial annual fixed charges; (ii)
significant limitations on Jacor's ability to obtain additional debt financing;
and (iii) increased vulnerability to adverse general economic and industry
conditions. In addition, Jacor's existing and anticipated credit facilities have
or will have a number of financial covenants, including interest coverage, debt
service coverage and a maximum ratio of debt to earnings before other expenses
(income), interest expenses, taxes, depreciation and amortization.
 
    SHARE OWNERSHIP BY ZELL/CHILMARK.  Zell/Chilmark Fund L.P. ("Zell/Chilmark")
holds approximately 13,349,720 shares of the outstanding Jacor Common Stock and
is Jacor's largest stockholder as of the date hereof. The large share ownership
of Zell/Chilmark may have the effect of discouraging certain types of
transactions involving an actual or potential change of control of Jacor,
including transactions in which the holders of Jacor Common Stock might
otherwise receive a premium for their shares over then-current market prices.
 
    Subject to certain restrictions under the Securities Act, Zell/Chilmark is
free to sell shares of Jacor Common Stock from time to time for any reason. By
virtue of its current control of Jacor, Zell/Chilmark could sell large amounts
of Jacor Common Stock by causing Jacor to file a registration statement with
respect to such stock. In addition, Zell/Chilmark could sell its shares of Jacor
Common Stock without registration pursuant to Rule 144 under the Securities Act.
Jacor can make no prediction as to the effect, if any, that such sales of shares
of Jacor Common Stock would have on the prevailing market price. Sales of
substantial amounts of Jacor Common Stock, or the availability of such shares
for sale, could adversely affect prevailing market prices. Sales or transfers of
Jacor Common Stock by Zell/Chilmark could result in another person or entity
becoming the controlling stockholder of Jacor.
 
    LACK OF DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS.  Jacor has not
paid any dividends to its stockholders. Jacor intends to retain all available
earnings, if any, generated by its operations for the development and growth of
its business and does not anticipate paying any dividends on Jacor Common Stock
in the foreseeable future. In addition, the payment of dividends on the Jacor
Common Stock is restricted under Jacor's credit facilities.
 
    KEY PERSONNEL.  Jacor's business is dependent upon the performance of
certain key employees, including its Chief Executive Officer and its President.
Jacor employs several on-air personalities with significant
 
                                       5

loyal audiences in their respective broadcast areas. Jacor generally enters into
long-term employment agreements with its key on-air talent to protect its
interests in those relationships, but there can be no assurance that all such
on-air personalities will remain with Jacor.
 
    POTENTIAL NEGATIVE IMPACT OF OTHER SECURITIES ISSUANCES.  Jacor has
authorized for issuance up to 4,000,000 shares of undesignated preferred stock.
The Jacor Board of Directors has the authority, without further vote or action
by Jacor stockholders, to issue the undesignated shares of Jacor Preferred Stock
in one or more series and to fix all rights, qualifications, preferences,
privileges, limitations and restrictions of each such series, including dividend
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the designation
of such series. Although it currently has no plans to do so, the Jacor Board of
Directors, without stockholder approval, can issue Jacor Preferred Stock with
voting and conversion rights which would adversely affect the voting power of
the holders of Jacor Common Stock. In addition, the issuance of Jacor Preferred
Stock may have the effect of delaying, deferring or preventing a change in
control of Jacor and could therefore have a negative impact on the trading price
of the Jacor Common Stock. Jacor may also issue other types of securities in the
future that may have the same or similar negative effects as the undesignated
preferred stock. See "Description of Capital Stock."
 
    FORWARD-LOOKING STATEMENTS.  This Prospectus sets forth or incorporates by
reference forward-looking statements within the meaning of Section 27A of the
Securities Act. Discussions containing such forward-looking statements may be
found in the material set forth under "Business of Jacor and JCC," as well as
within the Prospectus generally. In addition, when used in this Prospectus, the
words "believes," "anticipates," "expects" and similar expressions are intended
to identify forward-looking statements. Such statements are subject to a number
of risks and uncertainties. Actual results in the future could differ materially
from those described in the forward-looking statements as a result of the risk
factors set forth above and the matters set forth or incorporated by reference
in this Prospectus generally. Jacor undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements that may be made
to reflect any future events or circumstances. Jacor cautions the reader,
however, that this list of risk factors may not be exhaustive.
 
                                       6

                                    BUSINESS
 
   
    Jacor and JCC, a direct wholly-owned subsidiary of Jacor, are holding
companies engaged primarily in the radio broadcasting business. Jacor's
strategic objective is to be a leading radio broadcaster by operating multiple
radio station platforms in each of its broadcast areas. Jacor and JCC also own
and operate, through their subsidiaries, one television station in Cincinnati,
Ohio, the Georgia Radio News Service, a radio news service which provides news,
sports and public affairs programming to more than 140 radio stations, a
national distributor of syndicated talk programming for radio broadcasting and a
leading provider of satellite and network services for the radio broadcasting
industry.
    
 
    Additional information concerning Jacor and JCC is incorporated by reference
in this Prospectus. See "Available Information" and "Incorporation of Certain
Documents by Reference."
 
                                USE OF PROCEEDS
 
    Jacor does not currently have specific plans for the use of the net proceeds
from the sale of Securities offered hereby. However, Jacor currently anticipates
that any such net proceeds would be used for general corporate purposes, which
may include but are not limited to working capital, capital expenditures,
repayment of indebtedness, investments and acquisitions. When a particular
series of Securities is offered, the Prospectus Supplement relating thereto will
set forth Jacor's intended use for the net proceeds received from the sale of
such Securities. Pending the application of the net proceeds, Jacor expects to
invest such proceeds in short-term, interest-bearing instruments or other
investment-grade securities.
 
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
                     CHARGES AND PREFERRED STOCK DIVIDENDS
 
    The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges and the unaudited consolidated ratio of earnings to combined
fixed charges and preferred stock dividends for Jacor for the periods shown
(dollars in thousands):
 
   


                                                                             YEAR ENDED DECEMBER 31,
                                                              -----------------------------------------------------
                                                                1992       1993       1994       1995       1996
                                                              ---------  ---------  ---------  ---------  ---------
                                                                                           
Ratio of earnings to fixed charges (1)......................     N/A           1.9        6.0        5.7        1.4
                                                              ---------  ---------        ---        ---        ---
                                                              ---------  ---------        ---        ---        ---
Ratio of earnings to combined fixed charges and preferred
 stock dividends (1)(2).....................................     N/A           1.9        6.0        5.7        1.4
                                                              ---------  ---------        ---        ---        ---
                                                              ---------  ---------        ---        ---        ---
Coverage deficiency.........................................  $  23,701        N/A        N/A        N/A        N/A
                                                              ---------  ---------        ---        ---        ---
                                                              ---------  ---------        ---        ---        ---

    
 
- ------------------------
(1) For the purpose of computing the ratio of earnings to fixed charges as
    prescribed by the rules and regulations of the Securities and Exchange
    Commission, earnings represent pretax income from continuing operations plus
    fixed charges, less interest capitalized. Fixed charges represent interest
    (including amounts capitalized), the portion of rent expenses deemed to be
    interest and amortization of deferred financing costs.
 
(2) Jacor had no shares of Jacor Preferred Stock outstanding and no dividends
    were declared or paid on Jacor Preferred Stock during any of the periods
    indicated.
 
       DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND JCC DEBT SECURITIES
 
    The Jacor Convertible Debt Securities are to be issued under an Indenture
(the "Jacor Indenture") between Jacor and a trustee to be identified in the
applicable Prospectus Supplement (the "Jacor Trustee"). The JCC Debt Securities
and the JCC Convertible Debt Securities are to be issued under an Indenture (the
"JCC Indenture") between JCC and a trustee to be identified in the applicable
Prospectus Supplement (the "JCC Trustee"). The Jacor Trustee and the JCC Trustee
may be the same trustee. The Jacor Indenture and the JCC Indenture are sometimes
collectively called the "Indentures." The terms of the Indentures will also be
governed by certain provisions of the Trust Indenture Act of 1939, as amended.
The following summary statements with respect to the JCC Debt Securities and the
Convertible Debt Securities do not purport to be
 
                                       7

complete and are subject to, and are qualified in their entirety by reference
to, the detailed provisions of the Indentures. Although some of the following
summary statements collectively refer to Jacor, JCC, the Subsidiary Guarantors
and other parties, such statements concerning each party shall apply to each
such party respectively and the applicable Indentures, unless otherwise noted.
Capitalized terms are defined in the Indentures unless otherwise defined herein.
Whenever any particular section of the Indentures or any term defined therein is
referred to, such section or definition is incorporated herein by reference. A
copy of the form of Indentures is available upon request.
 
GENERAL
 
    The JCC Debt Securities and the Convertible Debt Securities offered hereby
will be limited to an aggregate initial offering price not to exceed
$250,000,000. The Jacor Indenture will not limit the amount of Jacor Convertible
Debt Securities which can be issued thereunder and will provide that additional
Jacor Convertible Debt Securities may be issued in one or more series thereunder
up to the aggregate principal amount which may be authorized from time to time
by Jacor's Board of Directors. The JCC Indenture will not limit the amount of
JCC Debt Securities or JCC Convertible Debt Securities which can be issued
thereunder and will provide that additional JCC Debt Securities or JCC
Convertible Debt Securities may be issued in one or more series thereunder up to
the aggregate principal amount which may be authorized from time to time by
JCC's Board of Directors. The Jacor Convertible Debt Securities, the JCC
Convertible Debt Securities and the JCC Debt Securities will be unsecured
obligations of Jacor or JCC, respectively, and to the extent as may be permitted
under Jacor's and JCC's then-existing loan agreements and indentures, will rank
either senior to or equally and ratably with all other unsecured indebtedness of
JCC. The Jacor Convertible Debt Securities, the JCC Convertible Debt Securities
and the JCC Debt Securities also may be subordinate, and junior in right of
payment to all Senior Debt, to the extent and in the manner set forth in the
respective Indenture. See "Subordination."
 
   
    The Jacor Convertible Debt Securities will be fully and unconditionally
guaranteed by JCC and may be further guaranteed fully and unconditionally,
jointly and severally with JCC by certain subsidiaries of JCC (the "Subsidiary
Guarantors"). The JCC Debt Securities and JCC Convertible Debt Securities will
be fully and unconditionally guaranteed on a senior subordinated basis by Jacor
and may be further guaranteed fully and unconditionally, jointly and severally
with Jacor by the Subsidiary Guarantors (collectively with JCC and Jacor, the
"Guarantors"). The obligations of each Guarantor under its guarantee, however,
will be limited in a manner intended to avoid such guarantee being deemed a
fraudulent conveyance under applicable law. See "Fraudulent Transfer
Considerations" below.
    
 
    Reference is made to the Prospectus Supplement relating to the particular
Convertible Debt Securities or JCC Debt Securities offered thereby for the
following terms, where applicable, of the Convertible Debt Securities or JCC
Debt Securities: (i) the specific designation of the Convertible Debt Securities
or JCC Debt Securities; (ii) the denominations in which such Convertible Debt
Securities or JCC Debt Securities are authorized to be issued; (iii) the
aggregate principal amount of such Convertible Debt Securities or JCC Debt
Securities; (iv) the date or dates on which the principal of such Convertible
Debt Securities or JCC Debt Securities will mature or the method of determining
such date or dates; (v) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Convertible Debt Securities or
JCC Debt Securities will be issued; (vi) the rate or rates (which may be fixed
or variable) at which such Convertible Debt Securities or JCC Debt Securities
will bear interest, if any, or the method of calculating such rate or rates;
(vii) the times and places where principal of, premium, if any, and interest, if
any, on such Convertible Debt Securities or JCC Debt Securities will be payable;
(viii) the date, if any, after which such Convertible Debt Securities or JCC
Debt Securities may be redeemed and the redemption prices; (ix) the date or
dates on which interest, if any, will be payable and the record date or dates
therefor or the method by which such date or dates will be determined; (x) the
period or periods within which, the price or prices at which, the currency or
currencies (including currency units) in which, and the terms and conditions
upon which, such Convertible Debt Securities or JCC Debt Securities may be
redeemed, in whole or in part, at the option of Jacor or JCC, as applicable;
(xi) the obligation, if any, of Jacor or JCC to redeem or purchase such
Convertible Debt Securities or JCC Debt Securities pursuant to any sinking fund
or analogous provisions, upon the happening of a specified event or at the
option of a holder thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which, such
 
                                       8

Convertible Debt Securities or JCC Debt Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligations; (xii) the terms
and conditions upon which conversion or exchange of such Convertible Debt
Securities will be effected, including the exchange terms, the conversion price,
the conversion period and other conversion or exchange provisions in addition to
or in lieu of those described below; (xiii) if other than the principal amount
thereof, the portion of the principal amount of such Convertible Debt Securities
or JCC Debt Securities which will be payable upon declaration of the
acceleration of the maturity thereof or the method by which such portion shall
be determined; (xiv) the person to whom any interest on any such Debt Security
or Convertible Debt Security shall be payable if other than the person in whose
name such Debt Security or Convertible Debt Security is registered on the
applicable record date; (xv) any addition to, or modification or deletion of,
any Event of Default or any covenant of Jacor or JCC specified in the Indenture
with respect to such Convertible Debt Securities or JCC Debt Securities; (xvi)
the application, if any, of such means of defeasance or covenant defeasance as
may be specified for such Convertible Debt Securities or JCC Debt Securities;
(xvii) whether such Convertible Debt Securities or JCC Debt Securities are to be
issued in whole or in part in the form of one or more temporary or permanent
global securities and, if so, the identity of the depositary for such global
security or securities; (xviii) whether such Convertible Debt Securities or JCC
Debt Securities shall be subordinated and subject to the right to prior payment
in full of all Senior Debt, including the then-existing credit facilities; and
(xix) any other special terms pertaining to such Convertible Debt Securities or
JCC Debt Securities. Unless otherwise specified in the applicable Prospectus
Supplement, the Convertible Debt Securities or JCC Debt Securities will not be
listed on any securities exchange. Unless otherwise provided in the applicable
Prospectus Supplement, principal and premium, if any, or interest, if any, will
be payable and the Convertible Debt Securities or JCC Debt Securities may be
surrendered for payment or transferred at the offices of the applicable Trustee
as paying and authenticating agent, provided that payment of interest on
Registered Securities may be made at the option of Jacor or JCC, as applicable,
by check mailed to the address of the person entitled thereto as it appears in
the Security Register. Payment of Convertible Debt Securities or JCC Debt
Securities in bearer form will be made at such paying agencies outside of the
United States as Jacor or JCC, as applicable, may appoint.
 
    Unless otherwise specified in the applicable Prospectus Supplement, the
Convertible Debt Securities and JCC Debt Securities will be issued in fully
registered form without coupons in denominations set forth in the Prospectus
Supplement. No service charge will be made for any transfer or exchange of such
Convertible Debt Securities or JCC Debt Securities, but Jacor or JCC, as
applicable, may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Where Convertible Debt
Securities and JCC Debt Securities of any series are issued in bearer form, the
special restrictions and considerations, including special offering restrictions
and special Federal income tax considerations, applicable to any such
Convertible Debt Securities or JCC Debt Securities and to payment on and
transfer and exchange of such Convertible Debt Securities or JCC Debt Securities
will be described in the Prospectus Supplement. Bearer Convertible Debt
Securities and JCC Debt Securities will be transferrable by delivery.
 
    Some of the Convertible Debt Securities and JCC Debt Securities may be
issued at a discount (bearing no interest or interest at below market rates) to
be sold at a substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Convertible Debt Securities and JCC Debt Securities will be described in the
applicable Prospectus Supplement.
 
    The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the
applicable Prospectus Supplement, the covenants contained in the Indentures and
the Convertible Debt Securities or JCC Debt Securities (as the case may be)
would not provide for redemption at the option of a Holder nor necessarily
afford Holders thereof protection in the event of a highly leveraged or other
transaction that may adversely affect such Holders.
 
CONVERSION OF CONVERTIBLE DEBT SECURITIES
 
    The following provisions will further apply to Convertible Debt Securities,
unless otherwise provided in the applicable Prospectus Supplement for such
Convertible Debt Securities. The holder of any Convertible Debt Securities will
have the right exercisable at any time prior to maturity, or prior to such other
date as may be specified in the applicable Prospectus Supplement, unless
previously redeemed by Jacor or JCC, as applicable, to convert such Convertible
Debt Securities into shares of Jacor Common Stock or Jacor
 
                                       9

Preferred Stock at the conversion price set forth in the applicable Prospectus
Supplement, subject to adjustment. In the case of Convertible Debt Securities
called for redemption, conversion rights will expire at the close of business on
the date fixed for the redemption unless Jacor or JCC, as applicable, shall
default in payment of the redemption price, except that in the case of
redemption at the option of the Holder thereof, if applicable, the conversion
right will terminate upon receipt of written notice of the exercise of such
option. In certain events, the conversion price will be subject to adjustment as
set forth in the applicable Prospectus Supplement. Fractional shares of Jacor
Common Stock or Jacor Preferred Stock will not be issued upon conversion, but,
in lieu thereof, Jacor or JCC, as applicable, will pay a cash adjustment based
on the then current market price for the Jacor Common Stock or Jacor Preferred
Stock.
 
EXCHANGEABILITY
 
    The Holders of Convertible Debt Securities of any series may be obligated at
any time or at maturity to exchange them for Jacor Common Stock, Jacor Preferred
Stock or other debt securities of Jacor issued hereunder. The terms of any such
exchange will be described in the Prospectus Supplement relating to such series
of Convertible Debt Securities.
 
SUBORDINATION
 
    The Convertible Debt Securities and JCC Debt Securities may be subordinated
and junior in right of payment, to the extent set forth in the applicable
Prospectus Supplement, to all "Senior Debt" of Jacor, JCC or the Guarantors, as
applicable, including the then-existing credit facilities, as set forth in the
applicable Prospectus Supplement.
 
    To the extent the JCC Debt Securities and/or the Convertible Debt Securities
are subordinated to Senior Debt, the Indentures will provide that no payment
(including any payment which may be payable to any Holder by reason of the
subordination of any other indebtedness or other obligations to, or guarantee
of, the Convertible Debt Securities and JCC Debt Securities) or distribution (by
set-off or otherwise) may be made by or on behalf of Jacor, JCC or a Guarantor,
as applicable, on account of the principal of, premium, if any, or interest on
the Convertible Debt Securities and JCC Debt Securities (including any
repurchases of Convertible Debt Securities and JCC Debt Securities) or any other
amounts with respect thereto, or on account of the redemption provisions of the
Convertible Debt Securities and JCC Debt Securities, for cash or property (other
than Junior Securities), (i) upon the maturity of any Senior Debt of Jacor, JCC
or such Guarantor by lapse of time, acceleration (unless waived) or otherwise,
unless and until all principal of, premium, if any, and the interest on, and all
other amounts with respect to, such Senior Debt are first paid in full in cash
or otherwise to the extent each of the holders of Senior Debt accept
satisfaction of amounts due to such holder by settlement in other than cash, or
(ii) in the event of default in the payment of any principal of, premium, if
any, or interest on, or any other amounts with respect to, Senior Debt of Jacor,
JCC or such Guarantor when it becomes due and payable, whether at maturity or at
a date fixed for prepayment or by declaration or otherwise (each of the
foregoing, a "Payment Default"), unless and until such Payment Default has been
cured or waived or otherwise has ceased to exist.
 
    Upon (i) the happening of a default (other than a Payment Default) that
permits the holders of Senior Debt (or a percentage thereof) to declare such
Senior Debt to be due and payable and (ii) written notice of such default given
to Jacor, JCC or such Guarantor, as applicable, and the Trustee by
Representative under the then-existing credit facilities or the holders of an
aggregate of at least $25.0 million principal amount outstanding of any other
Senior Debt or their representative at such holders' direction (a "Payment
Notice"), then, unless and until such default has been cured or waived or
otherwise has ceased to exist, no payment (including any payment which may be
payable to any Holder by reason of the subordination of any other indebtedness
or other obligations to, or guarantee of, the Convertible Debt Securities and
JCC Debt Securities) or distribution (by set-off or otherwise) may be made by or
on behalf of Jacor, JCC or any Guarantor which is an obligor under such Senior
Debt on account of the principal of, premium, if any, or interest on the
Convertible Debt Securities and JCC Debt Securities (including any repurchases
of any of the Convertible Debt Securities and JCC Debt Securities), or any other
amount with respect thereto, or on account of the redemption provisions of the
Convertible Debt Securities and JCC Debt Securities, in any such case, other
than payments made with Junior Securities. Notwithstanding the foregoing, unless
the Senior Debt in respect of which such default exists has been declared due
and payable in its entirety within
 
                                       10

179 days after the Payment Notice is delivered as set forth above (the "Payment
Blockage Period") (and such declaration has not been rescinded or waived), at
the end of the Payment Blockage Period (and assuming that no Payment Default
exists), Jacor, JCC and the Guarantors, as applicable, shall not be prohibited
by the subordination provisions from paying all sums then due and not paid to
the Holders of the Convertible Debt Securities and JCC Debt Securities during
the Payment Blockage Period due to the foregoing prohibitions and to resume all
other payments as and when due on the Convertible Debt Securities and JCC Debt
Securities. Any number of Payment Notices may be given; PROVIDED, HOWEVER, that
(i) not more than one Payment Notice shall be given within a period of any 360
consecutive days, and (ii) no default that existed upon the date of delivery of
such Payment Notice (whether or not such default is on the same issue of Senior
Debt) shall be made the basis for the commencement of any other Payment Blockage
Period.
 
    Upon any distribution of assets of Jacor, JCC or any Guarantor upon any
dissolution, winding up, total or partial liquidation or reorganization of
Jacor, JCC or a Guarantor, whether voluntary or involuntary, in bankruptcy,
insolvency, receivership or a similar proceeding or upon assignment for the
benefit of creditors or any marshaling of assets or liabilities, (i) the holders
of all Senior Debt of Jacor, JCC or such Guarantor, as applicable, will first be
entitled to receive payment in full of all amounts of Senior Debt in cash or
otherwise to the extent each of such holders accepts satisfaction of amounts due
by settlement in other than cash before the Holders are entitled to receive any
payment (including any payment which may be payable to any Holder by reason of
the subordination of any other indebtedness or other obligations to, or
guarantee of, the Convertible Debt Securities and JCC Debt Securities) or
distribution on account of principal of, premium, if any, and interest on, or
any other amounts with respect to, the Convertible Debt Securities and JCC Debt
Securities (other than Junior Securities) and (ii) any payment or distribution
of assets of Jacor, JCC or such Guarantor of any kind or character from any
source, whether in cash, property or securities (other than Junior Securities)
to which the Holders or the Trustee on behalf of the Holders would be entitled
(by set-off or otherwise) except for the subordination provisions contained in
the Indentures, will be paid by the liquidating trustee or agent or other person
making such a payment or distribution directly to the holders of such Senior
Debt or their representative to the extent necessary to make payment in full on
all such Senior Debt remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt.
 
    In the event that, notwithstanding the foregoing, any payment or
distribution of assets of Jacor, JCC or any Guarantor (other than Junior
Securities) shall be received by the Trustee or the Holders at a time when such
payment or distribution is prohibited by the foregoing provisions, such payment
or distribution shall be held in trust for the benefit of the holders of such
Senior Debt, and shall be paid or delivered by the Trustee or such Holders, as
the case may be, to the holders of such Senior Debt remaining unpaid or to their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, ratably according to the aggregate principal amounts
remaining unpaid on account of such Senior Debt held or represented by each, for
application to the payment of all such Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt in full in cash or otherwise to the
extent each of the holders of such Senior Debt accept satisfaction of amounts
due by settlement in other than cash after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt. The Indentures will
contain other customary subordination provisions, including rights of
subrogation and rights to file claims in bankruptcy.
 
    As among Jacor, JCC, the Guarantors and the Holders, no provision contained
in the Indentures or the Convertible Debt Securities and JCC Debt Securities
will affect the obligations of Jacor, JCC and the Guarantors, which are absolute
and unconditional, to pay, when due, principal of, premium, if any, and interest
on the Convertible Debt Securities and JCC Debt Securities. The subordination
provisions of the Indentures and the Convertible Debt Securities and JCC Debt
Securities will not prevent the occurrence of any Default or Event of Default
under the Indentures or limit the rights of the Trustee or any Holder to pursue
any other rights or remedies with respect to the Convertible Debt Securities and
JCC Debt Securities.
 
    As a result of these subordination provisions, in the event of the
liquidation, bankruptcy, reorganization, insolvency, receivership or similar
proceeding or an assignment for the benefit of the creditors of Jacor,
 
                                       11

JCC or any of the Guarantors or a marshaling of assets or liabilities of Jacor,
JCC or any of the Guarantors, holders of the Convertible Debt Securities and JCC
Debt Securities may receive ratably less than other creditors.
 
    Jacor and JCC conduct operations through their subsidiaries. Accordingly,
Jacor's and JCC's ability to meet their cash obligations will be dependent upon
the ability of their subsidiaries to make cash distributions to Jacor and JCC,
respectively. Furthermore, any right of Jacor or JCC to receive the assets of
any such subsidiary upon such subsidiary's liquidation or reorganization
effectively will be subordinated by operation of law to the claims of such
subsidiary's creditors (including trade creditors) and holders of such
subsidiary's preferred stock, except to the extent that Jacor or JCC, as
applicable, is itself recognized as a creditor or preferred stockholder of such
subsidiary, in which case the claims of Jacor or JCC, as applicable, would still
be subordinate to any indebtedness or preferred stock of such subsidiary senior
in right of payment to that held by Jacor or JCC, as applicable.
 
FRAUDULENT TRANSFER CONSIDERATIONS
 
    Generally, under various state and federal fraudulent transfer or fraudulent
conveyance laws (collectively, "the Fraudulent Transfer Laws"), a Guarantor's
obligations under the Guarantee of the JCC Debt Securities and/or the
Convertible Debt Securities could be avoided if a court in a lawsuit by an
unpaid creditor of a Guarantor or a representative of such creditors (such as a
trustee in bankruptcy or JCC as debtor-in-possession) were to find that (i) the
Guarantor did not receive reasonably equivalent value or fair consideration in
exchange for the obligation created by the applicable Convertible Debt
Securities or JCC Debt Securities and (ii) at the time of the issuance of such
Convertible Debt Securities or JCC Debt Securities, the Guarantor (A) was
insolvent or became insolvent as a result of the incurrence of the obligations
represented by such Convertible Debt Securities or JCC Debt Securities, (B) was
engaged, or was about to be engaged, in a business or transaction for which the
property remaining with it was an unreasonably small capital or for which its
unencumbered assets constituted unreasonably small capital, or (C) intended to
incur, or believed that it would incur, debts beyond its ability to pay as such
debts matured.
 
    A court could conclude that a Guarantor did not receive reasonably
equivalent value or fair consideration to the extent that such Guarantor's
liability on its guarantee exceeds the economic benefits that it receives in the
offering of such Convertible Debt Securities or JCC Debt Securities. Were a
court to so find, the court could avoid the Guarantor's obligation under its
guarantee and direct the return of amounts paid thereunder if one or more of the
conditions set forth in subparagraphs (ii)(A), (B), or (C) above were also met
as to such Guarantor. Management believes, however, that the Guarantees will be
structured so as to minimize the likelihood that a court would find that the
Guarantor did not receive reasonably equivalent value or fair consideration for
its Guarantee (the "Savings Clause"). No assurance, however, can be given that a
court would uphold such a fraudulent transfer Savings Clause. Moreover, there
can be no assurance that a court would not limit a Guarantee to an amount equal
to the proceeds actually received by any given Guarantor from the offering of
such Convertible Debt Securities or JCC Debt Securities.
 
    The determination of insolvency for purposes of the Fraudulent Transfer Laws
may vary depending upon the law of the jurisdiction being applied. Generally,
however, an entity is insolvent if (i) the sum of its debts (including
unliquidated or contingent debts) is greater than all of its property, at a fair
valuation or (ii) the present fair saleable value of its assets is less than the
amount that will be required to pay its probable liability on its existing debts
as they become absolute and matured. Additionally, under certain state
Fraudulent Transfer Laws, an entity is presumed to be insolvent if it is
generally not paying its debts as they become due.
 
    Furthermore, a court could avoid Jacor's obligations under the Jacor
Convertible Debt Securities, JCC's obligations under the JCC Debt Securities
and/or JCC Convertible Debt Securities and the Guarantors' obligations under
their respective Guarantees without regard to the solvency, capitalization and
other conditions described in clauses (ii)(A), (B), and (C) above if it finds
that the obligations created by such Convertible Debt Securities or JCC Debt
Securities or the Guarantees were incurred with actual intent to hinder, delay,
or defraud now existing or future creditors. If the obligations under such
Convertible Debt Securities or JCC Debt Securities were to be avoided, there can
be no assurance that the recoveries under the Guarantees would be sufficient to
pay the outstanding amounts due and owing under such Convertible
 
                                       12

Debt Securities or JCC Debt Securities. Moreover, if the obligations of one or
more Guarantors were to be avoided, there can be no assurance that the remaining
Guarantees would be sufficient to ensure payment in full on such Convertible
Debt Securities or JCC Debt Securities.
 
CERTAIN COVENANTS
 
    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
 
    The Indentures will provide that in the event that a Change of Control has
occurred, each Holder of Convertible Debt Securities or JCC Debt Securities will
have the right, at such Holder's option, pursuant to an irrevocable and
unconditional offer by Jacor or JCC , as applicable, (the "Change of Control
Offer"), to require Jacor or JCC, as applicable, to repurchase all or any part
of such Holder's Convertible Debt Securities or JCC Debt Securities (PROVIDED,
that the principal amount of such Convertible Debt Securities or JCC Debt
Securities must be $1,000 or an integral multiple thereof) on a date (the
"Change of Control Purchase Date") that is no later than 35 Business Days after
the occurrence of such Change of Control, at a cash price (the "Change of
Control Purchase Price") equal to 101% of the principal amount thereof, together
with accrued and unpaid interest, if any, to the Change of Control Purchase
Date. The Change of Control Offer shall be made within 10 Business Days
following a Change of Control and shall remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). Upon
expiration of the Change of Control Offer Period, Jacor or JCC, as applicable,
promptly shall purchase all Convertible Debt Securities or JCC Debt Securities
properly tendered in response to the Change of Control Offer.
 
   
    As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of any of
the assets of JCC, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate normally
entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee(s) or surviving entity or entities, (ii) any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the "beneficial owner," directly or indirectly, of more
than 50% of the total voting power in the aggregate of all classes of Capital
Stock of JCC then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of JCC (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of JCC was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of JCC then in office.
    
 
    On or before the Change of Control Purchase Date, Jacor or JCC, as
applicable, will (i) accept for payment Convertible Debt Securities or JCC Debt
Securities or portions thereof properly tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the
Change of Control Purchase Price (together with accrued and unpaid interest) of
all Convertible Debt Securities or JCC Debt Securities so tendered and (iii)
deliver to the Trustee Convertible Debt Securities or JCC Debt Securities so
accepted together with an Officers' Certificate listing the Convertible Debt
Securities or JCC Debt Securities or portions thereof being purchased by Jacor
or JCC, as applicable. The Paying Agent promptly will pay the Holders of
Convertible Debt Securities or JCC Debt Securities so accepted an amount equal
to the Change of Control Purchase Price (together with accrued and unpaid
interest), and the Trustee promptly will authenticate and deliver to such
Holders a new Convertible Debt Security or JCC Debt Security equal in principal
amount to any unpurchased portion of the Convertible Debt Securities or JCC Debt
Securities surrendered. Any Convertible Debt Securities or JCC Debt Securities
not so accepted will be delivered promptly by Jacor or JCC, as applicable, to
the Holder thereof. Jacor or JCC, as applicable, publicly will announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Purchase Date.
 
                                       13

   
    A change of control under the indenture which governs each of the
Convertible Debt Securities or JCC Debt Securities, the 1996 10 1/8% Notes, the
LYONs (as defined herein) and the 1996 9 3/4% Notes will result in a default
under the Credit Facility (as defined herein). Additionally, unless Jacor and/or
JCC, as applicable, is successful in seeking consents from its lenders under the
Credit Facility to permit change of control repurchase offers for each of the
Convertible Debt Securities or JCC Debt Securities, the 1996 10 1/8% Notes, the
LYONs or the 1996 9 3/4% Notes or Jacor and/or JCC, as applicable, is successful
in refinancing such borrowings, such event of default under the Credit Facility
would constitute an event of default under each of the Convertible Debt
Securities or JCC Debt Securities, the 1996 10 1/8% Notes, the LYONs and the
1996 9 3/4% Notes. Such events of default could result in the immediate
acceleration of all then outstanding indebtedness under each of the Convertible
Debt Securities or JCC Debt Securities, the 1996 10 1/8% Notes, the LYONs and
the 1996 9 3/4% Notes. As a result, differences in the definitions of change of
control under the indentures for the Convertible Debt Securities or JCC Debt
Securities, the 1996 10 1/8% Notes, the LYONs and the 1996 9 3/4% Notes will not
have a difference in the effect on Jacor or JCC , as applicable, or the
respective holders other than where the lenders under the Credit Facility have
waived such event of default. In the event of such waiver there could be a
change of control under the Convertible Debt Securities or JCC Debt Securities,
the 1996 10 1/8% Notes and the 1996 9 3/4% Notes which would not result in a
change of control under the LYONs or VICE VERSA. See "Description of
Indebtedness."
    
 
    The Change of Control purchase feature of the Convertible Debt Securities or
JCC Debt Securities may make more difficult or discourage a takeover of Jacor or
JCC, and, thus, the removal of incumbent management.
 
    The phrase "all or substantially all" of the assets of Jacor or JCC, as
applicable, will likely be interpreted under applicable state law and will be
dependent upon particular facts and circumstances. As a result, there may be a
degree of uncertainty in ascertaining whether a sale or transfer of "all or
substantially all" of the assets of Jacor or JCC, as applicable, has occurred.
In addition, no assurance can be given that Jacor or JCC, as applicable, will be
able to acquire Convertible Debt Securities or JCC Debt Securities tendered upon
the occurrence of a Change of Control.
 
    Any Change of Control Offer will be made in compliance with all applicable
laws, rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable Federal and state
securities laws.
 
    LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL
STOCK
 
    The Indentures will provide that, except as set forth below in this
covenant, Jacor, JCC and any Subsidiary Guarantors will not, and will not permit
any of their Subsidiaries to, directly or indirectly, issue, assume, guaranty,
incur, become directly or indirectly liable with respect to (including as a
result of an Acquisition), or otherwise become responsible for, contingently or
otherwise (individually and collectively, to "incur" or, as appropriate, an
"incurrence"), any Indebtedness or any Disqualified Capital Stock (including
Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the
foregoing limitations, Jacor or JCC may incur Indebtedness and Disqualified
Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event
of Default shall have occurred and be continuing at the time of, or would occur
after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or
Disqualified Capital Stock and (ii) on the date of such incurrence (the
"Incurrence Date"), the Leverage Ratio of JCC for the Reference Period
immediately preceding the Incurrence Date, after giving effect on a pro forma
basis to such incurrence of such Indebtedness or Disqualified Capital Stock and,
to the extent set forth in the definition of Leverage Ratio, the use of proceeds
thereof, would be less than the ratio specified in the Indentures.
 
    Indebtedness or Disqualified Capital Stock of any person which is
outstanding at the time such person becomes a Subsidiary of Jacor or JCC
(including upon designation of any subsidiary or other person as a Subsidiary)
or is merged with or into or consolidated with Jacor or JCC or a Subsidiary of
Jacor or JCC, respectively, shall be deemed to have been incurred at the time
such Person becomes such a Subsidiary of Jacor or JCC, respectively, or is
merged with or into or consolidated with Jacor or JCC, respectively, or a
Subsidiary of Jacor or JCC, as applicable.
 
                                       14

    LIMITATION ON RESTRICTED PAYMENTS
 
    The Indentures will provide that Jacor and JCC and their Subsidiaries will
not, and will not permit any of their Subsidiaries to, directly or indirectly,
make any Restricted Payment if, after giving effect to such Restricted Payment
on a PRO FORMA basis, (1) a Default or an Event of Default shall have occurred
and be continuing, (2) Jacor and JCC is not permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio described in the covenant
"Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock," or (3) the aggregate amount of all Restricted Payments made by Jacor and
JCC and their Subsidiaries, including after giving effect to such proposed
Restricted Payment, from and after the Issue Date, would exceed the amount
specified in the Indentures.
 
    The foregoing clauses (2) and (3) of the immediately preceding paragraph,
however, will not prohibit (w) payments to Jacor to reimburse Jacor for
reasonable and necessary corporate and administrative expenses, (x) Restricted
Investments, provided, that, after giving pro forma effect to such Restricted
Investment, the aggregate amount of all such Restricted Investments made on or
after the Issue Date that are outstanding (after giving effect to any such
Restricted Investments that are returned to JCC or the Subsidiary Guarantor that
made such prior Restricted Investment, without restriction, in cash on or prior
to the date of any such calculation) at any time does not exceed an amount
specified in the Indentures, (y) a Qualified Exchange, and (z) the payment of
any dividend on Qualified Capital Stock within 60 days after the date of its
declaration if such dividend could have been made on the date of such
declaration in compliance with the foregoing provisions.
 
    LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
 
    The Indentures will provide that Jacor, JCC and their Subsidiaries will not,
and will not permit any of their Subsidiaries to, create, assume or suffer to
exist any consensual restriction on the ability of any Subsidiary of Jacor or
JCC to pay dividends or make other distributions to or on behalf of, or to pay
any obligation to or on behalf of, or otherwise to transfer assets or property
to or on behalf of, or make or pay loans or advances to or on behalf of, Jacor
or JCC or any Subsidiary of Jacor or JCC, respectively, except (a) restrictions
imposed by the JCC Debt Securities, the Convertible Debt Securities or the
Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions
under specified Indebtedness outstanding on the Issue Date, (d) restrictions
under any Acquired Indebtedness not incurred in violation of the Indentures or
any agreement relating to any property, asset, or business acquired by Jacor,
JCC or any of their Subsidiaries, which restrictions in each case existed at the
time of acquisition, were not put in place in connection with or in anticipation
of such acquisition and are not applicable to any person, other than the person
acquired, or to any property, asset or business, other than the property, assets
and business so acquired, (e) any such restriction or requirement imposed by
Indebtedness incurred under paragraph (f) under the definition of Permitted
Indebtedness, provided such restriction or requirement is no more restrictive
than that imposed by Jacor's or JCC's, as applicable, credit facilities in
effect as of the Issue Date, (f) restrictions with respect solely to a
Subsidiary of Jacor or JCC imposed pursuant to a binding agreement which has
been entered into for the sale or disposition of all or substantially all of the
Equity Interests or assets of such Subsidiary, provided such restrictions apply
solely to the Equity Interests or assets of such Subsidiary which are being
sold, and (g) in connection with and pursuant to permitted Refinancings,
replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this
paragraph that are not more restrictive than those being replaced and do not
apply to any other person or assets than those that would have been covered by
the restrictions in the Indebtedness so refinanced. Notwithstanding the
foregoing, neither (a) customary provisions restricting subletting or assignment
of any lease entered into in the ordinary course of business, consistent with
industry practice, or other standard non-assignment clauses in contracts entered
into in the ordinary course of business, (b) Capital Leases or agreements
governing purchase money Indebtedness which contain restrictions of the type
referred to above with respect to the property covered thereby, nor (c) Liens
permitted under the terms of the Indenture on assets securing Senior Debt
incurred pursuant to the Leverage Ratio in accordance with the covenant
described under "Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock" or permitted pursuant to the definition of Permitted
Indebtedness shall in and of themselves be considered a restriction on the
ability of the applicable Subsidiary to transfer such agreement or assets, as
the case may be.
 
                                       15

    LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS
 
   
    The Indentures will provide that Jacor, JCC and their Subsidiaries will not,
and will not permit any of their Subsidiaries to, directly or indirectly, incur,
or, other than with respect to the 1996 10 1/8% Notes and the 1996 9 3/4% Notes,
suffer to exist (a) any Indebtedness that is subordinate in right of payment to
any other Indebtedness of Jacor, JCC or a Guarantor unless, by its terms, such
Indebtedness (i) has a maturity date subsequent to the Stated Maturity of the
respective Convertible Debt Securities or JCC Debt Securities and an Average
Life longer than that of such Convertible Debt Securities or JCC Debt Securities
and (ii) is subordinate in right of payment to, or ranks PARI PASSU with, such
JCC Debt Securities, Convertible Debt Securities or the Guarantees, as
applicable, or (b) other than Permitted Liens, any Lien upon any of its property
or assets, whether now owned or hereafter acquired, or upon any income or
profits therefrom securing Indebtedness other than (1) Liens securing Senior
Debt incurred pursuant to the Leverage Ratio in accordance with the covenant
described under "Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock" and (2) Liens securing Senior Debt incurred as
permitted pursuant to the definition of Permitted Indebtedness.
    
 
    LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK
 
    The Indentures will provide that Jacor, JCC and their Subsidiaries will not,
and will not permit any of their Subsidiaries to, in one or a series of related
transactions, sell, transfer, or otherwise dispose of, any of its property,
business or assets, including by merger or consolidation (in the case of a
Guarantor or a Subsidiary of Jacor or JCC), and including any sale or other
transfer or issuance of any Equity Interests of any direct or indirect
Subsidiary of Jacor or JCC, whether by Jacor or JCC or a direct or indirect
Subsidiary thereof (an "Asset Sale"), unless (1) within 450 days after the date
of such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer
Amount") are (a) applied to the optional redemption of the Convertible Debt
Securities and/or JCC Debt Securities in accordance with the terms of the
Indentures or to the repurchase of the Convertible Debt Securities and/or JCC
Debt Securities pursuant to an irrevocable, unconditional cash offer (the "Asset
Sale Offer") to repurchase Convertible Debt Securities and/or JCC Debt
Securities at a purchase price (the "Asset Sale Offer Price") of 100% of
principal amount, plus accrued interest to the date of payment, (b) invested in
assets and property (other than notes, bonds, obligations and securities) which
in the good faith reasonable judgment of the Board of Jacor or JCC, as
applicable, will immediately constitute or be a part of a Related Business of
Jacor or JCC, as applicable, or a Subsidiary (if it continues to be a
Subsidiary) immediately following such transaction or (c) used to permanently
retire or reduce Senior Debt or Indebtedness permitted pursuant to paragraphs
(d), (e) or (f) under the definition of Permitted Indebtedness (including that
in the case of a revolver or similar arrangement that makes credit available,
such commitment is so permanently reduced by such amount), (2) with respect to
any Asset Sale or related series of Asset Sales involving securities, property
or assets with an aggregate fair market value in excess of $2.5 million, at
least 75% of the consideration for such Asset Sale or series of related Asset
Sales (excluding the amount of (A) any Indebtedness (other than the Convertible
Debt Securities and/or JCC Debt Securities) that is required to be repaid or
assumed (and is either repaid or assumed by the transferee of the related
assets) by virtue of such Asset Sale and which is secured by a Lien on the
property or asset sold and (B) property received by Jacor or JCC, as applicable,
or any such Subsidiary from the transferee that within 90 days of such Asset
Sale is converted into cash or Cash Equivalents) consists of cash or Cash
Equivalents (other than in the case of an Asset Swap or where Jacor or JCC, as
applicable, is exchanging all or substantially all the assets of one or more
Related Businesses operated by Jacor or JCC, as applicable, or its Subsidiaries
(including by way of the transfer of capital stock) for all or substantially all
the assets (including by way of the transfer of capital stock) constituting one
or more Related Businesses operated by another person, in which event the
foregoing requirement with respect to the receipt of cash or Cash Equivalents
shall not apply), (3) no Default or Event of Default shall have occurred and be
continuing at the time of, or would occur after giving effect, on a PRO FORMA
basis, to, such Asset Sale, and (4) the Board of Jacor or JCC, as applicable,
determines in good faith that Jacor or JCC, as applicable, or such Subsidiary,
as applicable, receives fair market value for such Asset Sale.
 
    The Indentures will provide that an Asset Sale Offer may be deferred until
the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set
forth in (1)(b) or (1)(c) above (the "Excess Proceeds") exceeds $5.0 million and
that each Asset Sale Offer shall remain open for 20 Business Days following its
 
                                       16

commencement and no longer (the "Asset Sale Offer Period"). Upon expiration of
the Asset Sale Offer Period, Jacor or JCC, as applicable, shall apply the Asset
Sale Offer Amount plus an amount equal to accrued interest to the purchase of
all Convertible Debt Securities and/or JCC Debt Securities properly tendered (on
a PRO RATA basis if the Asset Sale Offer Amount is insufficient to purchase all
Convertible Debt Securities and/or JCC Debt Securities so tendered) at the Asset
Sale Offer Price (together with accrued interest). To the extent that the
aggregate amount of Convertible Debt Securities and/or JCC Debt Securities
tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer
Amount, Jacor or JCC, as applicable, may use any remaining Net Cash Proceeds for
general corporate purposes as otherwise permitted by the Indentures and
following each Asset Sale Offer the Excess Proceeds amount shall be reset to
zero. If required by applicable law, the Asset Sale Offer Period may be extended
as so required, however, if so extended it shall nevertheless constitute an
Event of Default if within 60 Business Days of its commencement the Asset Sale
Offer is not consummated or the properly tendered Convertible Debt Securities
and/or JCC Debt Securities are not purchased pursuant thereto.
 
   
    Notwithstanding the foregoing provisions of the first paragraph of this
covenant the Indentures will provide that with respect to an Asset Sale Offer,
Jacor or JCC, as applicable, will not be permitted to commence an Asset Sale
Offer for the Convertible Debt Securities and/or JCC Debt Securities until such
time as an Asset Sale Offer for the 1996 10 1/8% Notes and the 1996 9 3/4% Notes
in each case if required, has been completed. To the extent that any Excess
Proceeds remain after expiration of an Asset Sale Offer Period for the 1996
10 1/8% Notes and the 1996 9 3/4% Notes, Jacor or JCC, as applicable, may use
the remaining Net Cash Proceeds to commence an Asset Sale Offer for the
Convertible Debt Securities and/or JCC Debt Securities; PROVIDED, that the
amount of Net Cash Proceeds used for such Asset Sale Offer for the Convertible
Debt Securities and/or JCC Debt Securities shall not exceed the amount required
under the covenant Limitation on Sale of Assets and Subsidiary Stock set forth
in the indenture governing the 1996 10 1/8% Notes and the 1996 9 3/4% Notes;
PROVIDED, HOWEVER, that with respect to the 1996 10 1/8% Notes and the 1996
9 3/4% Notes this paragraph shall be of no further force and effect upon the
earlier of (w) the maturity of the 1996 10 1/8% Notes or the 1996 9 3/4% Notes,
as applicable, (x) the date upon which defeasance of the 1996 10 1/8% Notes or
the 1996 9 3/4% Notes, as applicable, becomes effective, (y) the date on which
there are no longer any 1996 10 1/8% Notes or 1996 9 3/4% Notes, as applicable,
outstanding under the terms of the governing indenture and (z) the date on which
the Limitation on Sale of Assets and Subsidiary Stock covenant no longer applies
in accordance with the terms of the indenture governing the 1996 10 1/8% Notes
or the 1996 9 3/4% Notes, as applicable.
    
 
    Notwithstanding the foregoing provisions of the first paragraph of this
covenant and without complying with the foregoing provisions:
 
        (i) Jacor or JCC, as applicable, and its Subsidiaries may convey, sell,
    transfer, assign or otherwise dispose of assets pursuant to and in
    accordance with the limitation on mergers, sales or consolidations
    provisions in the Indentures;
 
        (ii) Jacor or JCC, as applicable, and its Subsidiaries may sell or
    dispose of inventory or damaged, worn out or other obsolete property in the
    ordinary course of business so long as such property is no longer necessary
    for the proper conduct of the business of Jacor or JCC, as applicable, or
    such Subsidiary, as applicable; and
 
       (iii) any of Jacor's or JCC's, as applicable, Subsidiaries may convey,
    sell, transfer, assign or otherwise dispose of assets to, or merge with or
    into, Jacor or JCC, as applicable, or any of its wholly owned Subsidiary
    Guarantors.
 
   
    All Net Cash Proceeds from an Event of Loss shall be applied to the
restoration, repair or replacement of the asset so affected or invested, used
for prepayment of Senior Debt, or used to repurchase Convertible Debt Securities
and/or JCC Debt Securities, all within the period and as otherwise provided
above in clauses 1(a), 1(b) or 1(c) of the first paragraph of this covenant.
    
 
    In addition to the foregoing, Jacor or JCC, as applicable, will not, and
will not permit any of its Subsidiaries to, directly or indirectly make any
Asset Sale of any of the Equity Interests of any Subsidiary except pursuant to
an Asset Sale of all the Equity Interests of such Subsidiary.
 
                                       17

    Any Asset Sale Offer shall be made in compliance with all applicable laws,
rules, and regulations, including, if applicable, Regulation 14E of the Exchange
Act and the rules and regulations thereunder and all other applicable Federal
and state securities laws.
 
    LIMITATION ON ASSET SWAPS
 
   
    The Indentures will provide that Jacor, JCC and their Subsidiaries will not,
and will not permit any of their Subsidiaries to, in one or a series of related
transactions, directly or indirectly, engage in any Asset Swaps, unless: (i) at
the time of entering into the agreement to swap assets and immediately after
giving effect to the proposed Asset Swap, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof; (ii)
Jacor or JCC would, after giving PRO FORMA effect to the proposed Asset Swap,
have been permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Leverage Ratio in the covenant "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock;" (iii) the respective fair market
values of the assets being purchased and sold by Jacor, JCC or any of their
Subsidiaries (as determined in good faith by the management of Jacor or JCC or,
if such Asset Swap includes consideration in excess of $2.5 million, by the
Board of Directors of Jacor or JCC, respectively, as evidenced by a Board
Resolution) are substantially the same at the time of entering into the
agreement to swap assets; and (iv) at the time of the consummation of the
proposed Asset Swap, the percentage of any decline in the fair market value
(determined as aforesaid) of the asset or assets being acquired by Jacor, JCC
and their Subsidiaries shall not be significantly greater than the percentage of
any decline in the fair market value (determined as aforesaid) of the assets
being disposed of by Jacor, JCC or their Subsidiaries, calculated from the time
the agreement to swap assets was entered into.
    
 
    LIMITATION ON TRANSACTIONS WITH AFFILIATES
 
    The Indentures will provide that neither Jacor, JCC nor any of their
Subsidiaries will be permitted after the Issue Date to enter into any contract,
agreement, arrangement or transaction with any Affiliate (an "Affiliate
Transaction"), or any series of related Affiliate Transactions (other than
Exempted Affiliate Transactions), (i) unless it is determined that the terms of
such Affiliate Transaction are fair and reasonable to Jacor or JCC, as
applicable, and no less favorable to Jacor or JCC, as applicable, than could
have been obtained in an arm's length transaction with a non-Affiliate and, (ii)
if involving consideration to either party in excess of $5.0 million, unless
such Affiliate Transaction(s) is evidenced by (A) an Officers' Certificate
addressed and delivered to the Trustee certifying that such Affiliate
Transaction(s) has been approved by a majority of the members of the Board of
Directors of Jacor or JCC, as applicable, who are disinterested in such
transaction or, (B) with regard to JCC, in the event there are no members of the
Board of Directors of JCC who are disinterested in such transaction, then so
long as JCC is a wholly owned subsidiary of Jacor, an Officers' Certificate
addressed and delivered to the Trustee certifying that such Affiliate
Transaction(s) have been approved by a majority of the members of the Board of
Directors of Jacor who are disinterested in such transaction and (iii) if
involving consideration to either party in excess of $10.0 million, unless in
addition Jacor or JCC, as applicable, prior to the consummation thereof, obtains
a written favorable opinion as to the fairness of such transaction to Jacor or
JCC, as applicable, from a financial point of view from an independent
investment banking firm of national reputation.
 
    LIMITATION ON MERGER, SALE OR CONSOLIDATION
 
    The Indentures will provide that Jacor and JCC will not, directly or
indirectly, consolidate with or merge with or into another person or sell,
lease, convey or transfer all or substantially all of their assets (computed on
a consolidated basis), whether in a single transaction or a series of related
transactions, to another person or group of affiliated persons or adopt a Plan
of Liquidation, unless (i) either (a) Jacor or JCC, as applicable, is the
continuing entity or (b) the resulting, surviving or transferee entity or, in
the case of a Plan of Liquidation, the entity which receives the greatest value
from such Plan of Liquidation is a corporation organized under the laws of the
United States, any state thereof or the District of Columbia and expressly
assumes by supplemental indenture all of the obligations of Jacor or JCC, as
applicable, in connection with the JCC Debt Securities, Convertible Debt
Securities and/or the Indentures; (ii) no Default or Event of Default shall
exist or shall occur immediately after giving effect on a PRO FORMA basis to
such transaction; and (iii) immediately after giving effect to such transaction
on a PRO FORMA basis, the consolidated resulting, surviving or transferee entity
or, in the case of a Plan of Liquidation, the entity which receives the greatest
 
                                       18

value from such Plan of Liquidation would immediately thereafter be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio
set forth in the covenant described under "Limitation on Incurrence of
Additional Indebtedness and Disqualified Capital Stock".
 
    Upon any consolidation or merger or any transfer of all or substantially all
of the assets of Jacor or JCC or consummation of a Plan of Liquidation in
accordance with the foregoing, the successor corporation formed by such
consolidation or into which Jacor or JCC, as applicable, is merged or to which
such transfer is made or, in the case of a Plan of Liquidation, the entity which
receives the greatest value from such Plan of Liquidation shall succeed to, and
be substituted for, and may exercise every right and power of, Jacor or JCC
under the Indentures with the same effect as if such successor corporation had
been named therein as Jacor or JCC, and Jacor or JCC shall be released from the
obligations under the respective Convertible Debt Securities and/or JCC Debt
Securities and the Indentures except with respect to any obligations that arise
from, or are related to, such transaction.
 
    For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, Jacor's or JCC's interest in which constitutes all or
substantially all of the properties and assets of Jacor or JCC, as applicable,
shall be deemed to be the transfer of all or substantially all of the properties
and assets of Jacor or JCC, as applicable.
 
    LIMITATION ON LINES OF BUSINESS
 
    The Indentures will provide that neither Jacor, JCC nor any of their
Subsidiaries shall directly or indirectly engage to any substantial extent in
any line or lines of business activity other than that which is a Related
Business.
 
    RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK
 
    The Indentures will provide that Jacor, JCC and the Guarantors will not
sell, and will not permit any of their Subsidiaries to issue or sell, any Equity
Interests of any Subsidiary of Jacor or JCC, as applicable, to any person other
than Jacor or JCC, as applicable, or a wholly owned Subsidiary of Jacor or JCC,
as applicable, except for Equity Interests with no preferences or special rights
or privileges and with no redemption or prepayment provisions.
    SUBSIDIARY GUARANTORS
   
    The Indentures will provide that (i) all present Subsidiaries of Jacor or
JCC, if any, and their Subsidiaries, and (ii) all future Subsidiaries of Jacor
or JCC and their Subsidiaries, which are not prohibited from becoming guarantors
by law or by the terms of any Acquired Indebtedness or any agreement (other than
an agreement entered into in connection with the transaction resulting in such
person becoming a Subsidiary of Jacor, JCC or their Subsidiaries) to which such
Subsidiary is a party, jointly and severally, will guaranty fully and
unconditionally all principal, premium, if any, and interest on the JCC Debt
Securities and the Convertible Debt Securities on a senior subordinated basis;
PROVIDED, HOWEVER, that upon any change in the law, Acquired Indebtedness or any
agreement (whether by expiration, termination or otherwise) which no longer
prohibits a Subsidiary of Jacor or JCC from becoming a Subsidiary Guarantor,
such Subsidiary shall immediately thereafter become a Subsidiary Guarantor;
PROVIDED, FURTHER, in the event that any Subsidiary of Jacor, JCC or their
Subsidiaries becomes a guarantor of any other Indebtedness of Jacor, JCC or any
of their Subsidiaries or any of their Subsidiaries, such Subsidiary shall
immediately thereafter become a Subsidiary Guarantor.
    
 
   
    All subsidiaries of Jacor or JCC, as applicable, will be Subsidiary
Guarantors if required by the covenant "Subsidiary Guarantors."
    
 
                                       19

    RELEASE OF GUARANTORS
 
    The Indentures will provide that no Guarantor shall consolidate or merge
with or into (whether or not such Guarantor is the surviving Person) another
Person unless (i) subject to the provisions of the following paragraph and
certain other provisions of the Indentures, the Person formed by or surviving
any such consolidation or merger (if other than such Guarantor) assumes all the
obligations of such Guarantor pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee, pursuant to which such Person shall
unconditionally guarantee, on a senior subordinated basis, all of such
Guarantor's obligations under such Guarantor's guarantee, the Indentures on the
terms set forth in the Indentures; (ii) immediately before and immediately after
giving effect to such transaction on a PRO FORMA basis, no Default or Event of
Default shall have occurred or be continuing; and (iii) immediately after such
transaction, the surviving person holds all permits required for operation of
the business of, and such entity is controlled by a person or entity (or has
retained a person or entity which is) experienced in, operating broadcast
properties, or otherwise holds all Permits to operate its business.
 
    Upon the sale or disposition (whether by merger, stock purchase, asset sale
or otherwise) of a Subsidiary Guarantor or all of its assets to an entity which
is not a Subsidiary Guarantor, which transaction is otherwise in compliance with
the Indentures, such Subsidiary Guarantor will be deemed released from its
obligations under its Guarantee of the Convertible Debt Securities and/or JCC
Debt Securities; PROVIDED, HOWEVER, that any such termination shall occur only
to the extent that all obligations of such Subsidiary Guarantor under all of its
guarantees of, and under all of its pledges of assets or other security
interests which secure, any Indebtedness of Jacor or JCC or any other Subsidiary
shall also terminate upon such release, sale or transfer.
 
    LIMITATION ON STATUS AS INVESTMENT COMPANY
 
    The Indentures will prohibit Jacor, JCC and their Subsidiaries from being
required to register as an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended), or from otherwise becoming subject
to regulation under the Investment Company Act.
 
REPORTS
 
    The JCC Indenture will provide that for so long as Jacor or any successor
thereto is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act and JCC is a wholly owned subsidiary of Jacor, JCC shall deliver to
the Trustee and, to each Holder, Jacor's annual and quarterly reports pursuant
to Section 13 or 15(d) of the Exchange Act, within 15 days after such reports
have been filed with the Commission; PROVIDED, HOWEVER, in the event either (i)
Jacor or a successor as set forth above is no longer subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or (ii) JCC is no longer
a wholly owned subsidiary of Jacor or a successor as set forth above, the JCC
Indenture will provide that whether or not JCC is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, JCC shall deliver to
the Trustee and, to each Holder, within 15 days after it is or would have been
(if it were subject to such reporting obligations) required to file such with
the Commission, annual and quarterly financial statements substantially
equivalent to financial statements that would have been included in reports
filed with the Commission, if JCC were subject to the requirements of Section 13
or 15(d) of the Exchange Act, including, with respect to annual information
only, a report thereon by JCC's certified independent public accountants as such
would be required in such reports to the Commission, and, in each case, together
with a management's discussion and analysis of financial condition and results
of operations which would be so required and, to the extent permitted by the
Exchange Act or the Commission (if it were subject to such reporting
obligations), file with the Commission the annual, quarterly and other reports
which it is or would have been required to file with the Commission.
 
EVENTS OF DEFAULT AND REMEDIES
 
    The Indentures will define an Event of Default as (i) the failure by Jacor
or JCC, as applicable, to pay any installment of interest on the Convertible
Debt Securities and/or JCC Debt Securities as and when the same becomes due and
payable and the continuance of any such failure for 30 days, (ii) the failure by
Jacor or JCC, as applicable, to pay all or any part of the principal, or
premium, if any, on such Convertible Debt Securities or JCC Debt Securities when
and as the same becomes due and payable at maturity, redemption, by acceleration
or otherwise, (iii) the failure by Jacor, JCC or any Guarantor, as applicable,
to observe or
 
                                       20

perform any other covenant or agreement contained in the JCC Debt Securities,
Convertible Debt Securities and/or the Indentures and, subject to certain
exceptions, the continuance of such failure for a period of 60 days after
written notice is given to Jacor or JCC, as applicable, by the Trustee or to
Jacor or JCC, as applicable, and the Trustee by the Holders of at least 25% in
aggregate principal amount of the such Convertible Debt Securities or JCC Debt
Securities outstanding, as the case may be, (iv) certain events of bankruptcy,
insolvency or reorganization in respect of Jacor, JCC or any of their
Significant Subsidiaries, (v) a default in any issue of Indebtedness of Jacor,
JCC or any of their Subsidiaries with an aggregate principal amount in excess of
$5.0 million (a) resulting from the failure to pay principal at final maturity
or (b) as a result of which the maturity of such Indebtedness has been
accelerated prior to its stated maturity, and (vi) final unsatisfied judgments
not covered by insurance aggregating in excess of $5.0 million, at any one time
rendered against Jacor, JCC or any of their Subsidiaries and not stayed, bonded
or discharged within 60 days. The Indentures will provide that if a Default
occurs and is continuing, the Trustee must, within 90 days after the occurrence
of such Default, give to the Holders notice of such Default.
 
    If an Event of Default occurs and is continuing (other than an Event of
Default specified in clause (iv) above relating to Jacor, JCC or any Significant
Subsidiary,) then in every such case, unless the principal of all of the
Convertible Debt Securities and JCC Debt Securities shall have already become
due and payable, either the Trustee or the Holders of 25% in aggregate principal
amount of such Convertible Debt Securities or JCC Debt Securities at the time
outstanding, by notice in writing to Jacor or JCC (and to the Trustee if given
by Holders) (an "Acceleration Notice"), may declare all principal, determined as
set forth below, and accrued interest thereon to be due and payable immediately;
PROVIDED, HOWEVER, that if any Senior Debt is outstanding pursuant to Jacor's or
JCC's credit facilities then in effect upon a declaration of such acceleration,
such principal and interest shall be due and payable upon the earlier of (x) the
third Business Day after the sending to Jacor or JCC, as applicable, and the
Representative of such written notice, unless such Event of Default is cured or
waived prior to such date and (y) the date of acceleration of any Senior Debt
under such credit facilities. In the event a declaration of acceleration
resulting from an Event of Default described in clause (v) above has occurred
and is continuing, such declaration of acceleration shall be automatically
annulled if such default is cured or waived or the holders of the Indebtedness
which is the subject of such default have rescinded their declaration of
acceleration in respect of such Indebtedness within five days thereof and the
Trustee has received written notice or such cure, waiver or rescission and no
other Event of Default described in clause (v) above has occurred that has not
been cured or waived within five days of the declaration of such acceleration in
respect of such Indebtedness. If an Event of Default specified in clause (iv),
above, relating to Jacor, JCC or any Significant Subsidiary occurs, all
principal and accrued interest thereon will be immediately due and payable on
all outstanding Convertible Debt Securities and JCC Debt Securities without any
declaration or other act on the part of Trustee or the Holders. The Holders of a
majority in aggregate principal amount of such Convertible Debt Securities or
JCC Debt Securities at the time outstanding, as the case may be, generally are
authorized to rescind such acceleration if all existing Events of Default, other
than the non-payment of the principal of, premium, if any, and interest on such
Convertible Debt Securities or JCC Debt Securities which have become due solely
by such acceleration and except on default with respect to any provision
requiring a supermajority approval to amend, which default may only be waived by
such a supermajority, and have been cured or waived.
 
    Prior to the declaration of acceleration of the maturity of any Convertible
Debt Securities or JCC Debt Securities, the Holders of a majority in aggregate
principal amount of such Convertible Debt Securities or JCC Debt Securities at
the time outstanding, as the case may be, may waive on behalf of all the Holders
any default, except on default with respect to any provision requiring a
supermajority approval to amend, which default may only be waived by such a
supermajority, and except a default in the payment of principal of or interest
on any Debt Security or Convertible Debt Security not yet cured or a default
with respect to any covenant or provision which cannot be modified or amended
without the consent of the Holder of each outstanding Debt Security or
Convertible Debt Security affected. Subject to the provisions of the Indentures
relating to the duties of the Trustee, the Trustee will be under no obligation
to exercise any of its rights or powers under the Indentures at the request,
order or direction of any of the Holders, unless such Holders have offered to
the Trustee reasonable security or indemnity. Subject to all provisions of the
Indentures and applicable law, the Holders of a majority in aggregate principal
amount of the Convertible Debt Securities or
 
                                       21

JCC Debt Securities at the time outstanding, as the case may be, will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
    The Indentures will provide that Jacor or JCC may, at its option, elect to
have its obligations and the obligations of the Guarantors discharged with
respect to the outstanding Convertible Debt Securities and/or JCC Debt
Securities ("Legal Defeasance"). Such Legal Defeasance means that Jacor or JCC,
as applicable, shall be deemed to have paid and discharged the entire
indebtedness represented, and the Indentures shall cease to be of further effect
as to all such outstanding Convertible Debt Securities and JCC Debt Securities
and Guarantees, except as to (i) rights of Holders to receive payments in
respect of the principal of, premium, if any, and interest on such Convertible
Debt Securities and JCC Debt Securities when such payments are due from the
trust funds; (ii) Jacor's or JCC's, as applicable, obligations with respect to
such Convertible Debt Securities and JCC Debt Securities concerning issuing
temporary Convertible Debt Securities and JCC Debt Securities, registration of
Convertible Debt Securities and JCC Debt Securities, mutilated, destroyed, lost
or stolen Convertible Debt Securities and JCC Debt Securities, and the
maintenance of an office or agency for payment and money for security payments
held in trust; (iii) the rights, powers, trust, duties, and immunities of the
Trustee, and Jacor's or JCC's, as applicable, obligations in connection
therewith; and (iv) the Legal Defeasance provisions of the Indentures. In
addition, Jacor or JCC may, at its option and at any time, elect to have the
obligations of Jacor or JCC and the Guarantors released with respect to certain
covenants that are described in the Indentures ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Convertible Debt Securities and
JCC Debt Securities. In the event Covenant Defeasance occurs, certain events
(not including non-payment, bankruptcy, receivership, rehabilitation and
insolvency events) described under "Events of Default" will no longer constitute
an Event of Default with respect to the Convertible Debt Securities and JCC Debt
Securities.
 
    In order to exercise either Legal Defeasance or Covenant Defeasance, (i)
Jacor or JCC, as applicable, must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Convertible Debt Securities and JCC
Debt Securities, U.S. legal tender, U.S. Government Obligations or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of,
premium, if any, and interest on such Convertible Debt Securities and JCC Debt
Securities on the stated date for payment thereof or on the redemption date of
such principal or installment of principal of, premium, if any, or interest on
such Convertible Debt Securities and JCC Debt Securities, and the Holders of
Convertible Debt Securities and JCC Debt Securities must have a valid,
perfected, exclusive security interest in such trust; (ii) in the case of the
Legal Defeasance, Jacor or JCC, as applicable, shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that (A) Jacor or JCC, as applicable, has received from, or
there has been published by the Internal Revenue Service, a ruling or (B) since
the date of the Indentures, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the Holders of such Convertible Debt
Securities and JCC Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred; (iii) in the case of Covenant Defeasance, Jacor or JCC, as applicable,
shall have delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to such Trustee confirming that the Holders of such
Convertible Debt Securities and JCC Debt Securities will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; (iv) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of deposit; (v) such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under the Indenture or any other material agreement or
instrument to which Jacor, JCC or any of their Subsidiaries is a party or by
which Jacor, JCC or any of their Subsidiaries is bound; (vi) Jacor or JCC, as
applicable, shall have
 
                                       22

delivered to the Trustee an Officers' Certificate stating that the deposit was
not made by Jacor or JCC, as applicable, with the intent of preferring the
holders of such Convertible Debt Securities and JCC Debt Securities over any
other creditors of Jacor or JCC, as applicable, or with the intent of defeating,
hindering, delaying or defrauding any other creditors of Jacor or JCC, as
applicable, or others; and (vii) Jacor or JCC, as applicable, shall have
delivered to the Trustee an Officers' Certificate and an opinion of counsel,
each stating that the conditions precedent provided for in, in the case of the
officers' certificate, (i) through (vi) and, in the case of the opinion of
counsel, clauses (i), (with respect to the validity and perfection of the
security interest) (ii), (iii) and (v) of this paragraph have been complied
with.
 
    Jacor or JCC, as applicable, shall have delivered to the Trustee any
required consent of the lenders under its then-existing credit facilities to
such defeasance or covenant defeasance, as the case may be.
 
AMENDMENTS AND SUPPLEMENTS
 
    The Indentures will contain provisions permitting Jacor, JCC, the Guarantors
and the Trustee to enter into a supplemental indenture for certain limited
purposes without the consent of the Holders. With the consent of the Holders of
not less than a majority in aggregate principal amount of the Convertible Debt
Securities and JCC Debt Securities at the time outstanding, as the case may be,
Jacor, JCC, the Guarantors and the Trustee are permitted to amend or supplement
the Indentures or any supplemental indenture or modify the rights of the
Holders; provided that no such modification may without the consent of holders
of at least 75% in aggregate principal amount of such Convertible Debt
Securities and/or JCC Debt Securities at the time outstanding, provided, that no
such modification may, without the consent of each Holder affected thereby: (i)
change the Stated Maturity on any Debt Security or Convertible Debt Security or
reduce the principal amount thereof or the rate (or extend the time for payment)
of interest thereon or any premium payable upon the redemption thereof, or
change the place of payment where, or the coin or currency in which, any Debt
Security or Convertible Debt Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the redemption date) or alter the provisions (including the defined
terms used therein) regarding the right of Jacor or JCC, as applicable, to
redeem the Convertible Debt Securities and JCC Debt Securities in a manner
adverse to the Holders, or (ii) reduce the percentage in principal amount of the
outstanding Convertible Debt Securities and/or JCC Debt Securities, the consent
of whose Holders is required for any such amendment, supplemental indenture or
waiver provided for in the Indentures, or (iii) modify any of the waiver
provisions, except to increase any required percentage or to provide that
certain other provisions of the Indentures cannot be modified or waived without
the consent of the Holder of each outstanding Debt Security or Convertible Debt
Security affected thereby. The Indentures will contain a provision that the
subordination provisions may not be amended, modified or waived in a manner
adverse to the holders of the Senior Debt without the consent of the
Representative on behalf of the lenders under the Jacor or JCC credit facilities
then in effect.
 
NO PERSONAL LIABILITY OF STOCKHOLDERS, OFFICERS OR DIRECTORS
 
    The Indentures will provide that no direct or indirect stockholder,
employee, officer or director, as such, past, present or future of Jacor, JCC,
the Guarantors or any successor entity shall have any personal liability in
respect of the obligations of Jacor, JCC or the Guarantors under the Indentures,
the JCC Debt Securities and/or the Convertible Debt Securities by reason of his
or its status as such stockholder, employee, officer or director.
 
REGARDING THE TRUSTEE
 
    The Indentures will provide that, except during the continuance of an Event
of Default, the Trustee shall perform only such duties as are specifically set
forth in the Indentures. During the continuance of any Event of Default, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.
 
    The Trustee may acquire and hold Convertible Debt Securities or JCC Debt
Securities and, subject to certain conditions, otherwise deal with Jacor or JCC
as if it were not the Trustee under the Indentures.
 
                                       23

    Jacor and JCC may maintain deposit accounts and conduct other banking
transactions with the Trustee in the ordinary course of Jacor's and JCC's
business.
 
CERTAIN DEFINITIONS
 
    "ACQUIRED INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock of
any person existing at the time such person becomes a Subsidiary of Jacor or
JCC, including by designation, or is merged or consolidated into or with either
of Jacor, JCC or one of their Subsidiaries; provided, that such Indebtedness was
not incurred in anticipation of, or in connection with, and was outstanding
prior to such person becoming a Subsidiary of Jacor or JCC.
 
    "ACQUISITION" means the purchase or other acquisition of any person or
substantially all the assets of any person by any other person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.
 
    "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with Jacor or JCC, as
applicable. For purposes of this definition, the term "control" means the power
to direct the management and policies of a person, directly or through one or
more intermediaries, whether through the ownership of voting securities, by
contract, or otherwise, PROVIDED, THAT, a Beneficial Owner of 10% or more of the
total voting power normally entitled to vote in the election of directors,
managers or trustees, as applicable, shall for such purposes be deemed to
constitute control.
 
    "ASSET SWAP" means the execution of a definitive agreement, subject only to
regulatory approval and other customary closing conditions, that Jacor or JCC,
as applicable, in good faith believes will be satisfied, for a substantially
concurrent purchase and sale, or exchange, of Productive Assets between Jacor or
JCC, as applicable, or any of their Subsidiaries and another person or group of
affiliated persons; provided that any amendment to or waiver of any closing
condition which individually or in the aggregate is material to the Asset Swap
shall be deemed to be a new Asset Swap.
 
    "AVERAGE LIFE" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (i) the sum of (a) the
product of the number of years from the date of determination to the date or
dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (ii) the sum of all such principal (or redemption)
payments.
 
    "BENEFICIAL OWNER" or "BENEFICIAL OWNER" for purposes of the definition of
Change of Control has the meaning attributed to it in Rules 13d-3 and 13d-5
under the Exchange Act (as in effect on the Issue Date), whether or not
applicable, except that a "person" shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time.
 
    "BOARD RESOLUTION" means, with respect to any person, a duly adopted
resolution of the Board of Directors of such or the executive committee of such
Board of Directors of such person.
 
    "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.
 
    "CAPITAL STOCK" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.
 
    "CASH EQUIVALENT" means (i) securities issued directly or fully guaranteed
or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) or (ii) time deposits and certificates of deposit
with, and commercial paper issued by the parent corporation of, any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500.0 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least A-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition.
 
                                       24

    "CONSOLIDATED EBITDA" means, with respect to any person, for any period, the
Consolidated Net Income of such person for such period adjusted to add thereto
(to the extent deducted from net revenues in determining Consolidated Net
Income), without duplication, the sum of (i) Consolidated income tax expense,
(ii) Consolidated depreciation and amortization expense, provided that
consolidated depreciation and amortization of a Subsidiary that is a less than
wholly owned Subsidiary shall only be added to the extent of the equity interest
of Jacor or JCC, as applicable, in such Subsidiary, (iii) other noncash charges
(including amortization of goodwill and other intangibles), (iv) Consolidated
Fixed Charges, and less the amount of all cash payments made by such person or
any of its Subsidiaries during such period to the extent such payments relate to
non-cash charges that were added back in determining Consolidated EBITDA for
such period or any prior period.
 
    "CONSOLIDATED FIXED CHARGES" of any person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such person and its
Consolidated Subsidiaries during such period, including (i) original issue
discount and non-cash interest payments or accruals on any Indebtedness, (ii)
the interest portion of all deferred payment obligations, and (iii) all
commissions, discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any of its Consolidated Subsidiaries in respect of Jacor Preferred Stock (other
than by Subsidiaries of such person to such person or such person's wholly owned
Subsidiaries). For purposes of this definition, (x) interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by Jacor or JCC, as applicable, to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP and (y) interest
expense attributable to any Indebtedness represented by the guaranty by such
person or a Subsidiary of such person of an obligation of another person shall
be deemed to be the interest expense attributable to the Indebtedness
guaranteed.
 
    "CONSOLIDATED NET INCOME" means, with respect to any person for any period,
the net income (or loss) of such person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication): (a) all gains or losses which are either
noncash or extraordinary (as determined in accordance with GAAP) or are either
unusual or nonrecurring (including any gain from the sale or other disposition
of assets outside the ordinary course of business or from the issuance or sale
of any capital stock), (b) the net income, if positive, of any person, other
than a wholly owned Consolidated Subsidiary, in which such person or any of its
Consolidated Subsidiaries has an interest, except to the extent of the amount of
any dividends or distributions actually paid in cash to such person or a wholly
owned Consolidated Subsidiary of such person during such period, but in any case
not in excess of such person's pro rata share of such person's net income for
such period, (c) the net income or loss of any person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition, (d)
the net income, if positive, of any of such person's Consolidated Subsidiaries
to the extent that the declaration or payment of dividends or similar
distributions is not at the time permitted by operation of the terms of its
charter or bylaws or any other agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Consolidated
Subsidiary.
 
    "CONSOLIDATED SUBSIDIARY" means, for any person, each Subsidiary of such
person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such person in accordance with GAAP.
 
   
    "CREDIT FACILITY," as of the date hereof, means the Credit Agreement dated
as of June 12, 1996 as amended and restated as of February 14, 1997 among JCC,
The Chase Manhattan Bank, as Administrative Agent, Banque Paribas, as
Documentation Agent, Bank of America Illinois, as Syndication Agent, and certain
financial institutions which are parties thereto from time to time, including
any related notes, guarantees, collateral documents, instruments, letters of
credit, reimbursement obligations and other agreements executed by Jacor, JCC
and/or any of their Subsidiaries in connection therewith (the "Related
    
 
                                       25

Documents"), as such Credit Agreement and/or Related Documents may be amended,
restated, supplemented, renewed, replaced or otherwise modified from time to
time whether or not with the same agent, trustee, representative lenders or
holders, and, subject to the proviso to the next succeeding sentence,
irrespective of any changes in the terms and conditions thereof. Without
limiting the generality of the foregoing, the term "Credit Facility" shall
include agreements in respect of Interest Swap and Hedging Obligations with
lenders party to the Credit Facility and shall also include any amendment,
restatement, renewal, extension, restructuring, supplement or modification in
whole or in part to any Credit Facility and all refundings, refinancings and
replacements in whole or in part of any Credit Facility, including, without
limitation, any agreement or agreements (i) extending the maturity of any
Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
deleting borrowers or guarantors thereunder, (iii) increasing the amount of
Indebtedness incurred thereunder or available to be borrowed thereunder,
PROVIDED that on the date such Indebtedness is incurred it would be permitted by
paragraph (f) under the definition of Permitted Indebtedness, or (iv) otherwise
altering the terms and conditions thereof.
 
    "DISQUALIFIED CAPITAL STOCK" means (a) except as set forth in (b), with
respect to any person, Equity Interests of such person that, by its terms or by
the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time would
be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such person or any of its Subsidiaries, in whole or in part,
on or prior to the Stated Maturity of the Convertible Debt Securities and JCC
Debt Securities, and (b) with respect to any Subsidiary of such person
(including with respect to any Subsidiary of Jacor or JCC), any Equity Interests
other than any common equity with no preference, privileges, or redemption or
repayment provisions.
 
    "EQUITY INTEREST" of any person means any shares, interests, participations
or other equivalents (however designated) in such person's equity, and shall in
any event include any Capital Stock issued by, or partnership interests in, such
person.
 
    "EVENT OF LOSS" means, with respect to any property or asset, any (i) loss,
destruction or damage of such property or asset or (ii) any condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, of
such property or asset, or confiscation or requisition of the use of such
property or asset.
 
   
    "EXCLUDED PERSON" means Zell/Chilmark Fund L.P. and all Related Persons of
such person.
    
 
    "EXEMPTED AFFILIATE TRANSACTION" means (a) customary employee compensation
arrangements approved by a majority of independent (as to such transactions)
members of the Board of Directors of Jacor or JCC, as applicable, (b) dividends
permitted under the terms of the covenant discussed above under "Limitation on
Restricted Payments" above and payable, in form and amount, on a pro rata basis
to all holders of Jacor Common Stock, (c) transactions solely between Jacor or
JCC, as applicable, and any of their wholly owned Subsidiaries or solely among
wholly owned Subsidiaries of Jacor or JCC, as applicable, and (d) payments to
Zell/Chilmark Fund L.P. or its Affiliates for reasonable and customary fees and
expenses for financial advisory and investment banking services provided to
Jacor and JCC, and (e) payments to Jacor made in accordance with any Tax Sharing
Agreement.
 
    "FUTURE SUBSIDIARY GUARANTOR" means future Subsidiaries of Jacor or JCC and
their Subsidiaries, which are not prohibited form becoming guarantors by law or
by the terms of any Acquired Indebtedness or any agreement (other than an
agreement entered into in connection with the transaction resulting in such
person becoming a Subsidiary of Jacor or JCC or their Subsidiaries) to which
such Subsidiary is a party.
 
    "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession as in effect on the Issue Date unless otherwise specified.
 
    "INDEBTEDNESS" of any person means, without duplication, (a) all liabilities
and obligations, contingent or otherwise, of such any person, (i) in respect of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such person or only to a portion thereof), (ii) evidenced by bonds,
notes, debentures or similar instruments, (iii) representing the balance
deferred and unpaid of the purchase price
 
                                       26

of any property or services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade creditors,
(iv) evidenced by bankers' acceptances or similar instruments issued or accepted
by banks, (v) relating to any Capitalized Lease Obligation, or (vi) evidenced by
a letter of credit or a reimbursement obligation of such person with respect to
any letter of credit; (b) all net obligations of such person under Interest Swap
and Hedging Obligations; (c) all liabilities and obligations of others of the
kind described in the preceding clause (a) or (b) that such person has
guaranteed or that is otherwise its legal liability or which are secured by any
assets or property of such person and all obligations to purchase, redeem or
acquire any Equity Interests; and (d) all Disqualified Capital Stock of such
person (valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends). For purposes hereof, the
"maximum fixed repurchase price" of any Disqualified Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock
were purchased on any date on which Indebtedness shall be required to be
determined pursuant to the Indenture, and if such price is based upon, or
measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair
Market Value to be determined in good faith by the board of directors of the
issuer (or managing general partner of the issuer) of such Disqualified Capital
Stock.
 
    "INTEREST SWAP AND HEDGING OBLIGATION" means any obligation of any person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount.
 
    "INVESTMENT" by any person in any other person means, without duplication,
(a) the acquisition (whether by purchase, merger, consolidation or otherwise) by
such person (whether for cash, property, services, securities or otherwise) of
capital stock, bonds, notes, debentures, partnership or other ownership
interests or other securities, including any options or warrants, of such other
person or any agreement to make any such acquisition; (b) the making by such
person of any deposit with, or advance, loan or other extension of credit to,
such other person (including the purchase of property from another person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such other person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits arising in the
ordinary course of business); (c) other than guarantees of Indebtedness of JCC
or any Guarantor to the extent permitted by the covenant "Limitation on
Incurrence of Additional Indebtedness and Disqualified Capital Stock" or the
definition of Permitted Indebtedness, the entering into by such person of any
guarantee of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other person (other than the endorsement
of instruments for deposit or collection in the ordinary course of business);
and (d) the making of any capital contribution by such person to such other
person.
 
    "ISSUE DATE" with respect to each series of Convertible Debt Securities
and/or JCC Debt Securities issued under its respective Indenture, means the date
of first issuance of such series of Convertible Debt Securities and/or JCC Debt
Securities.
 
    "JUNIOR SECURITY" means any Qualified Capital Stock and any Indebtedness of
Jacor, JCC or a Guarantor, as applicable, that is subordinated in right of
payment to Senior Debt at least to the same extent as the Convertible Debt
Securities and JCC Debt Securities or the Guarantees, as applicable, and has no
scheduled installment of principal due, by redemption, sinking fund payment or
otherwise, on or prior to the Stated Maturity of such Convertible Debt
Securities and/or JCC Debt Securities; PROVIDED, that in the case of
subordination in respect of Senior Debt under Jacor's or JCC's then-existing
credit facilities, "Junior Security" shall mean any Qualified Capital Stock and
any Indebtedness of Jacor, JCC or the Guarantors, as applicable, that (i) has a
final maturity date occurring after the final maturity date of, all Senior Debt
outstanding under such credit facilities on the date of issuance of such
Qualified Capital Stock or Indebtedness, (ii) is unsecured, (iii) has an Average
Life longer than the security for which such Qualified Capital
 
                                       27

Stock or Indebtedness is being exchanged, and (iv) by their terms or by law are
subordinated to Senior Debt outstanding under such credit facilities on the date
of issuance of such Qualified Capital Stock or Indebtedness at least to the same
extent as such Convertible Debt Securities and/or JCC Debt Securities.
 
    "LEVERAGE RATIO" of any person on any date of determination (the
"Transaction Date") means the ratio, on a PRO FORMA basis, of (a) the sum of the
aggregate outstanding amount of Indebtedness and Disqualified Capital Stock of
such person and its Subsidiaries as of the date of calculation on a consolidated
basis in accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA
of such person attributable to continuing operations and businesses (exclusive
of amounts attributable to operations and businesses permanently discontinued or
disposed of) for the Reference Period; PROVIDED, that for purposes of such
calculation, (i) Acquisitions which occurred during the Reference Period or
subsequent to the Reference Period and on or prior to the Transaction Date shall
be assumed to have occurred on the first day of the Reference Period, (ii)
transactions giving rise to the need to calculate the Leverage Ratio shall be
assumed to have occurred on the first day of the Reference Period, (iii) the
incurrence of any Indebtedness or issuance of any Disqualified Capital Stock
during the Reference Period or subsequent to the Reference Period and on or
prior to the Transaction Date (and the application of the proceeds therefrom to
the extent used to refinance or retire other Indebtedness) shall be assumed to
have occurred on the first day of such Reference Period, and (iv) the
Consolidated Fixed Charges of such person attributable to interest on any
Indebtedness or dividends on any Disqualified Capital Stock bearing a floating
interest (or dividend) rate shall be computed on a PRO FORMA basis as if the
average rate in effect from the beginning of the Reference Period to the
Transaction Date had been the applicable rate for the entire period, unless such
person or any of its Subsidiaries is a party to an Interest Swap or Hedging
Obligation (which shall remain in effect for the 12-month period immediately
following the Transaction Date) that has the effect of fixing the interest rate
on the date of computation, in which case such rate (whether higher or lower)
shall be used.
 
    "LIEN" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, or other encumbrance upon or with respect to any
property of any kind, real or personal, movable or immovable, now owned or
hereafter acquired.
 
    "NET CASH PROCEEDS" means the aggregate amount of cash or Cash Equivalents
received by Jacor and/ or JCC, as applicable, in the case of a sale of Qualified
Capital Stock and by Jacor and/or JCC, as applicable, and their Subsidiaries in
respect of an Asset Sale or an Event of Loss plus, in the case of an issuance of
Qualified Capital Stock of Jacor and/or JCC, as applicable, upon any exercise,
exchange or conversion of securities (including options, warrants, rights and
convertible or exchangeable debt) of Jacor and/or JCC, as applicable, that were
issued for cash on or after the Issue Date, the amount of cash originally
received by Jacor and/or JCC, as applicable, upon the issuance of such
securities (including options, warrants, rights and convertible or exchangeable
debt) less, in each case, the sum of all payments, fees, commissions and (in the
case of Asset Sales, reasonable and customary), expenses (including, without
limitation, the fees and expenses of legal counsel and investment banking fees
and expenses) incurred in connection with such Asset Sale, Event of Loss or sale
of Qualified Capital Stock, and, in the case of an Asset Sale only, less an
amount (estimated reasonably and in good faith by Jacor and/or JCC, as
applicable, or the amount actually incurred, if greater) of income, franchise,
sales and other applicable taxes required to be paid by Jacor and/or JCC, as
applicable, or any of their Subsidiaries in connection with such Asset Sale.
 
    "OBLIGATION" means any principal, premium or interest payment, or monetary
penalty, or damages, due by Jacor, JCC or any Guarantor under the terms of the
JCC Debt Securities, Convertible Debt Securities and/or the respective
Indenture.
 
    "PERMITTED INDEBTEDNESS" means any of the following:
 
    (a) Jacor, JCC and their Subsidiaries may incur Indebtedness solely in
respect of bankers acceptances, letters of credit and performance bonds (to the
extent that such incurrence does not result in the incurrence of any obligation
to repay any obligation relating to borrowed money of others), all in the
ordinary course of business in accordance with customary industry practices, in
amounts and for the purposes customary in Jacor's or JCC's industry; provided,
that the aggregate principal amount outstanding of such Indebtedness (including
any Indebtedness issued to refinance, refund or replace such Indebtedness) shall
at no time exceed $5.0 million;
 
                                       28

    (b) Jacor and JCC may incur Indebtedness to any wholly owned Subsidiary
Guarantor, and any wholly owned Subsidiary Guarantor may incur Indebtedness to
any other wholly owned Subsidiary Guarantor or to Jacor or JCC; PROVIDED, that
in the case of Indebtedness of Jacor or JCC, such obligations shall be unsecured
and subordinated in all respects to Jacor's or JCC's obligations pursuant to the
Convertible Debt Securities and JCC Debt Securities and the date of any event
that causes such Subsidiary Guarantor to no longer be a wholly owned Subsidiary
shall be an Incurrence Date;
 
    (c) Jacor, JCC and the Guarantors may incur Indebtedness evidenced by the
Convertible Debt Securities and JCC Debt Securities and the Guarantees and
represented by the respective Indenture up to the amounts specified therein as
of the date thereof;
 
    (d) Jacor, JCC and the Guarantors, as applicable, may incur Refinancing
Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as
applicable, which Indebtedness was incurred pursuant to the Leverage Ratio in
the covenant described under "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock" or clause (c) of this definition;
 
    (e) Jacor, JCC and their Subsidiaries may incur Indebtedness in an aggregate
amount outstanding at any time (including any Indebtedness issued to refinance,
replace, or refund such Indebtedness) of up to $5.0 million;
 
    (f) Jacor, JCC and the Guarantors may incur Indebtedness incurred pursuant
to Jacor's or JCC's then-existing credit facilities up to an aggregate principal
amount outstanding (including any Indebtedness issued to refinance, refund or
replace such Indebtedness in whole or in part) at any time of the maximum
borrowing amount permitted by such credit facilities, plus accrued interest and
additional expense and reimbursement obligations with respect thereto and such
additional amounts as may be deemed to be outstanding in the form of Interest
Swap and Hedging Obligations with such lenders, minus the amount of any such
Indebtedness retired with Net Cash Proceeds from any Asset Sale;
 
    (g) Jacor, JCC and the Subsidiary Guarantors may incur Indebtedness under
Interest Swap and Hedging Obligations that do not increase the Indebtedness of
Jacor other than as a result of fluctuations in interest or foreign currency
exchange rates provided that such Interest Swap and Hedging Obligations are
incurred for the purpose of providing interest rate protection with respect to
Indebtedness permitted under the respective Indenture or to provide currency
exchange protection in connection with revenues generated in currencies other
than U.S. dollars;
 
    (h) Subsidiaries may incur Acquired Indebtedness if Jacor or JCC at the time
of such incurrence could incur such Indebtedness pursuant to the Leverage Ratio
in the covenant "Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock"; and
 
    (i) Jacor, JCC and their Subsidiaries may incur Indebtedness existing on the
Issue Date.
 
    "PERMITTED INVESTMENT" means:
 
    (a) Investments in any of the Convertible Debt Securities and/or JCC Debt
Securities;
 
    (b) Cash Equivalents;
 
    (c) intercompany loans to the extent permitted under clause (b) of the
definition of "Permitted Indebtedness" and intercompany security agreements
relating thereto;
 
    (d) loans, advances or investments in existence on the Issue Date;
 
    (e) Investments in a person substantially all of whose assets are of a type
generally used in a Related Business (an "Acquired Person") if, as a result of
such Investments, (i) the Acquired Person immediately thereupon is or becomes a
Subsidiary of Jacor, or (ii) the Acquired Person immediately thereupon either
(1) is merged or consolidated with or into Jacor or any of its Subsidiaries and
the surviving person is Jacor or a Subsidiary of Jacor or (2) transfers or
conveys all or substantially all of its assets, or is liquidated into, Jacor,
JCC or any of their Subsidiaries.
 
   
    (f) Investments in a person with whom Jacor, JCC or any of their
Subsidiaries have entered into, (i) local marketing agreements or time brokerage
agreements pursuant to which Jacor, JCC or any one of
    
 
                                       29

their Subsidiaries programs substantial portions of the broadcast day on such
person's radio broadcast station(s) and sells advertising time during such
program segments for its own account or (ii) joint sales agreements pursuant to
which Jacor, JCC or any of their Subsidiaries sells substantially all of the
advertising time for such person's radio broadcast station(s);
 
    (g) Investments that are in persons which will have the purpose of
furthering the operations of Jacor, JCC and their Subsidiaries not to exceed
$10.0 million; and
 
    (h) demand deposit accounts maintained in the ordinary course of business.
 
    "PERMITTED LIEN" means (a) Liens existing on the Issue Date; (b) Liens
imposed by governmental authorities for taxes, assessments or other charges or
levies not yet subject to penalty or which are being contested in good faith and
by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of Jacor or JCC in accordance with GAAP as of the date
of determination; (c) statutory liens of carriers, warehousemen, mechanics,
materialmen, landlords, repairmen or other like Liens arising by operation of
law in the ordinary course of business provided that (i) the underlying
obligations are not overdue for a period of more than 60 days, or (ii) such
Liens are being contested in good faith and by appropriate proceedings and
adequate reserves with respect thereto are maintained on the books of Jacor or
JCC in accordance with GAAP as of the date of determination; (d) Liens securing
the performance of bids, trade contracts (other than borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business and
deposits made in the ordinary course of business to secure obligations of public
utilities; (e) easements, rights-of-way, zoning, building restrictions,
reservations, encroachments, exceptions, covenants, similar restrictions and
other similar encumbrances or title defects which, singly or in the aggregate,
do not in any case materially detract from the value of the property, subject
thereto (as such property is used by Jacor, JCC or any of their Subsidiaries) or
interfere with the ordinary conduct of the business of Jacor, JCC or any of
their Subsidiaries; (f) Liens arising by operation of law in connection with
judgments, PROVIDED, that the execution or other enforcement of such Liens is
effectively stayed and that the claims secured thereby are being contested in
good faith by appropriate proceedings; (g) pledges or deposits made in the
ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security legislation; (h) Liens
securing Indebtedness of a person existing at the time such person becomes a
Subsidiary or is merged with or into Jacor, JCC or a Subsidiary or Liens
securing Indebtedness incurred in connection with an Acquisition, PROVIDED that
such Liens were in existence prior to the date of such acquisition, merger or
consolidation, were not incurred in anticipation thereof, and do not extend to
any other assets; (i) leases or subleases granted to other persons in the
ordinary course of business not materially interfering with the conduct of the
business of Jacor, JCC or any of their Subsidiaries or materially detracting
from the value of the relative assets of Jacor, JCC or any of their
Subsidiaries; (j) Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into by Jacor,
JCC or any of their Subsidiaries in the ordinary course of business; and (k)
Liens securing Refinancing Indebtedness incurred to refinance any Indebtedness
that was previously so secured in a manner no more adverse to the Holders of the
Convertible Debt Securities and JCC Debt Securities than the terms of the Liens
securing such refinanced Indebtedness provided that the Indebtedness secured is
not increased and the lien is not extended to any additional assets or property,
(l) Liens in favor of the lenders pursuant to Jacor's or JCC's then- existing
credit facilities and (m) Liens on property of a Subsidiary of Jacor or JCC
provided that such Liens secure only obligations owing by such Subsidiary to
Jacor or JCC or another Subsidiary of Jacor or JCC.
 
    "PRODUCTIVE ASSETS" means assets of a kind used or usable by Jacor, JCC and
their Subsidiaries in a Related Business.
 
    "PUBLIC OFFERING" means a firm commitment underwritten primary offering of
Capital Stock of Jacor or JCC.
 
    "QUALIFIED CAPITAL STOCK" means any Capital Stock of Jacor or JCC that is
not Disqualified Capital Stock.
 
                                       30

    "QUALIFIED EXCHANGE" means any legal defeasance, redemption, retirement,
repurchase or other acquisition of Capital Stock or Indebtedness of Jacor or JCC
issued on or after the Issue Date with the Net Cash Proceeds received by Jacor
or JCC from the substantially concurrent sale of Qualified Capital Stock or any
exchange of Qualified Capital Stock for any Capital Stock or Indebtedness issued
on or after the Issue Date.
 
    "REFERENCE PERIOD" with regard to any person means the four full fiscal
quarters (or such lesser period during which such person has been in existence)
ended immediately preceding any date upon which any determination is to be made
pursuant to the terms of the JCC Debt Securities, Convertible Debt Securities
and/or the respective Indenture.
 
    "REFINANCING INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock
(a) issued in exchange for, or the proceeds from the issuance and sale of which
are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the case
of Disqualified Capital Stock, liquidation preference, not to exceed (after
deduction of reasonable and customary fees and expenses incurred in connection
with the Refinancing) the lesser of (i) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness or
Disqualified Capital Stock so Refinanced and (ii) if such Indebtedness being
Refinanced was issued with an original issue discount, the accreted value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
provided, that (A) such Refinancing Indebtedness of any Subsidiary of Jacor or
JCC shall only be used to Refinance outstanding Indebtedness or Disqualified
Capital Stock of such Subsidiary, (B) such Refinancing Indebtedness shall (x)
not have an Average Life shorter than the Indebtedness or Disqualified Capital
Stock to be so refinanced at the time of such Refinancing and (y) in all
respects, be no less subordinated or junior, if applicable, to the rights of
Holders of the Convertible Debt Securities and JCC Debt Securities than was the
Indebtedness or Disqualified Capital Stock to be refinanced and (C) such
Refinancing Indebtedness shall have no installment of principal (or redemption
payment) scheduled to come due earlier than the scheduled maturity of any
installment of principal of the Indebtedness or Disqualified Capital Stock to be
so refinanced which was scheduled to come due prior to the Stated Maturity.
 
    "RELATED BUSINESS" means the business conducted (or proposed to be
conducted) by Jacor, JCC and their Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of
Jacor or JCC, as applicable, are materially related businesses.
 
    "RELATED PERSON" means any person who controls, is controlled by or is under
common control with an Excluded Person; provided that for purposes of this
definition "control" means the beneficial ownership of more than 50% of the
total voting power of a person normally entitled to vote in the election of
directors, managers or trustees, as applicable of a person.
 
    "RESTRICTED INVESTMENT" means, in one or a series of related transactions,
any Investment, other than investments in Permitted Investments; provided,
however, that a merger of another person with or into Jacor, JCC or a Subsidiary
Guarantor shall not be deemed to be a Restricted Investment so long as the
surviving entity is Jacor, JCC or a direct wholly owned Subsidiary Guarantor.
 
    "RESTRICTED PAYMENT" means, with respect to any person, (a) the declaration
or payment of any dividend or other distribution in respect of Equity Interests
of such person or any parent or Subsidiary of such person, (b) any payment on
account of the purchase, redemption or other acquisition or retirement for value
of Equity Interests of such person or any Subsidiary or parent of such person,
(c) other than with the proceeds from the substantially concurrent sale of, or
in exchange for, Refinancing Indebtedness any purchase, redemption, or other
acquisition or retirement for value of, any payment in respect of any amendment
of the terms of or any defeasance of, any Subordinated Indebtedness, directly or
indirectly, by such person or a parent or Subsidiary of such person prior to the
scheduled maturity, any scheduled repayment of principal, or scheduled sinking
fund payment, as the case may be, of such Indebtedness and (d) any Restricted
Investment by such person; PROVIDED, HOWEVER, that the term "Restricted Payment"
does not include (i) any dividend, distribution or other payment on or with
respect to Capital Stock of an issuer to the extent payable solely in shares of
Qualified Capital Stock of such issuer; (ii) any dividend, distribution or other
payment to
 
                                       31

Jacor or JCC, or to any of their wholly owned Subsidiary Guarantors, by any of
the Subsidiaries of Jacor or JCC; or (iii) loans or advances to any Subsidiary
Guarantor the proceeds of which are used by such Subsidiary Guarantor in a
Related Business activity of such Subsidiary Guarantor.
 
    "SENIOR DEBT" of Jacor, JCC or any Guarantor means Indebtedness (including
any monetary obligation in respect of Jacor's or JCC's then-existing credit
facilities, and interest, whether or not such interest is allowed or allowable,
accruing on Indebtedness incurred pursuant to such credit facilities at the
contracted-for rate after the commencement of any proceeding under any
bankruptcy, insolvency or similar law) of Jacor, JCC or such Guarantor arising
under such credit facilities or that, by the terms of the instrument creating or
evidencing such Indebtedness, is expressly designated Senior Debt and made
senior in right of payment to the Convertible Debt Securities and JCC Debt
Securities or the applicable Guarantee; provided, that in no event shall Senior
Debt include (a) Indebtedness to any Subsidiary of Jacor or JCC or any officer,
director or employee of Jacor or JCC or any Subsidiary of Jacor or JCC, (b)
Indebtedness incurred in violation of the terms of the respective Indenture, (c)
Indebtedness to trade creditors, (d) Disqualified Capital Stock and (e) any
liability for taxes owed or owing by Jacor, JCC or such Guarantor.
 
    "SIGNIFICANT SUBSIDIARY" shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date.
 
   
    "STATED MATURITY," when used with respect to each series of Convertible Debt
Securities and/or JCC Debt Securities issued under the respective Indenture or
any installment of principal thereof or premium thereon or interest thereon,
means the date specified in such series of Convertible Debt Securities and/or
JCC Debt Securities or a coupon, if any, representing such installment of
interest, as the date on which the principal of such series of Convertible Debt
Securities and/or JCC Debt Securities or such installment of principal, premium,
or interest is due and payable.
    
 
    "SUBORDINATED INDEBTEDNESS" means Indebtedness of Jacor, JCC or a Guarantor
that is subordinated in right of payment to the Convertible Debt Securities and
JCC Debt Securities or such Guarantee, as applicable, in any respect or has a
stated maturity on or after the Stated Maturity.
 
    "SUBSIDIARY," with respect to any person, means (i) a corporation a majority
of whose Capital Stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such person, by such
person and one or more Subsidiaries of such person or by one or more
Subsidiaries of such person, (ii) any other person (other than a corporation) in
which such person, one or more Subsidiaries of such person, or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date of
determination thereof has at least majority ownership interest, or (iii) a
partnership in which such person or a Subsidiary of such person is, at the time,
a general partner and in which such person, directly or indirectly, at the date
of determination thereof has at least a majority ownership interest.
 
   
    "SUBSIDIARY GUARANTORS" means (i) the Present Subsidiary Guarantors
identified in the following sentence and (ii) Future Subsidiary Guarantors that
become Subsidiary Guarantors pursuant to the terms of the Indentures, but
excluding any Persons whose guarantees have been released pursuant to the terms
of the Indentures. The "Present Subsidiary Guarantors" means Jacor Broadcasting
Corporation; Broadcast Finance, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor
Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor
Broadcasting of Knoxville, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; Jacor
Cable, Inc.; Georgia Network Equipment, Inc.; Jacor Broadcasting of San Diego,
Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of Sarasota,
Inc.; Noble Broadcast Group, Inc.; Noble Broadcast of Colorado, Inc.; Noble
Broadcast of San Diego, Inc.; Noble Broadcast of St. Louis, Inc.; Noble
Broadcast of Toledo, Inc.; Nova Marketing Group, Inc.; Noble Broadcast Licenses,
Inc.; Noble Broadcast Holdings, Inc.; Sports Radio Broadcasting, Inc.; Nobro,
S.C.; Sports Radio, Inc.; Noble Broadcast Center, Inc.; Citicasters Co.;
GAAC-N26LB, Inc.; GACC-340, Inc.; Cine Guarantors, Inc.; Great American
Television Productions, Inc.; Cine Guarantors II, Inc.; Great American
Merchandising Group, Inc.; Taft-TCI Satellite Services, Inc.; Cine Films, Inc.;
The Sy Fischer Company Agency, Inc.; Location Productions, Inc.; Location
Productions II, Inc.; VTTV Productions; F.M.I. Pennsylvania, Inc.; Inmobiliaria
Radial, S.A. de C.V.; WHOK, Inc.; Cine Mobile Systems Int'l. N.V.; Cine Movil
S.A. de C.V.; Cine Guarantors II, Ltd.; Regent Broadcasting of Charleston, Inc.;
Regent Broadcasting of Kansas City, Inc.; Regent Broadcasting of Las Vegas,
Inc.; Regent
    
 
                                       32

   
Broadcasting of Las Vegas II, Inc.; Regent Broadcasting of Louisville, Inc.;
Regent Broadcasting of Louisville II, Inc.; Regent Broadcasting of Salt Lake
City, Inc.; Regent Broadcasting of Salt Lake City II, Inc.; Regent Licensee of
Charleston, Inc.; Regent Licensee of Kansas City, Inc.; Regent Licensee of Las
Vegas, Inc.; Regent Licensee of Las Vegas II, Inc.; Regent Licensee of
Louisville, Inc.; Regent Licensee of Louisville II, Inc.; Regent Licensee of
Salt Lake City, Inc.; Regent Licensee of Salt Lake City II, Inc.; and EFM
Programming, Inc., each a direct or indirect subsidiary of Jacor and JCC or any
successor entity, whether by merger, consolidation, change of name or otherwise.
    
 
    "TAX SHARING AGREEMENT" means any agreements between JCC and Jacor pursuant
to which JCC may make payments to Jacor with respect to JCC's Federal, state, or
local income or franchise tax liabilities where JCC is included in a
consolidated, unitary or combined return filed by Jacor; provided, however, that
the payment by JCC under such agreement may not exceed the liability of Jacor
for such taxes if it had filed its income tax returns as a separate company.
 
                          DESCRIPTION OF CAPITAL STOCK
 
   
    Jacor's Certificate of Incorporation authorizes 104,000,000 shares of
capital stock, of which 100,000,000 shares are Jacor Common Stock, 2,000,000
shares are Class A Preferred Stock, $.01 par value and 2,000,000 shares are
Class B Preferred Stock, $.01 par value (together with the Class A Preferred
Stock, the "Preferred Stock"). As of February 28, 1997, 34,834,780 shares of
Jacor Common Stock were issued and outstanding.
    
 
JACOR COMMON STOCK
 
    Under Jacor's Certificate of Incorporation and Delaware law, the holders of
Jacor Common Stock have no preemptive rights and the Jacor Common Stock has no
redemption, sinking fund, or conversion privileges. The holders of Jacor Common
Stock are entitled to one vote for each share held on any matter submitted to
the stockholders and do not have the right to cumulate their votes in the
election of directors. All corporate action requiring stockholder approval,
unless otherwise required by law, Jacor's Certificate of Incorporation or its
Bylaws, must be authorized by a majority of the votes cast. Approval of only a
majority of the outstanding voting shares is required to effect (i) an amendment
to Jacor's Certificate of Incorporation, (ii) a merger or consolidation, and
(iii) a disposition of all or substantially all of Jacor's assets. A majority of
the directors on the Jacor Board, as well as a majority of the outstanding
voting shares, have the ability to amend the Jacor Bylaws.
 
    In the event of liquidation, each share of Jacor Common Stock is entitled to
share ratably in the distribution of remaining assets after payment of all
debts, subject to the prior rights in liquidation of any share of Jacor
Preferred Stock issued. Holders of shares of Jacor Common Stock are entitled to
share ratably in such dividends as the Jacor Board of Directors, in its
discretion, may validly declare from funds legally available therefor, subject
to the prior rights of holders of shares of Jacor Preferred Stock as may be
outstanding from time to time. Certain restrictions on the payment of dividends
are imposed under the Credit Facility. See "Risk Factors--Lack of Dividends;
Restrictions on Payments of Dividends."
 
JACOR CLASS A AND CLASS B PREFERRED STOCK
 
    No shares of Jacor Preferred Stock have been issued. The Class A Preferred
Stock has full voting rights. The Class B Preferred Stock has no voting rights
except as otherwise provided by law or as lawfully fixed by the Jacor Board of
Directors with respect to a particular series.
 
    Jacor's Certificate of Incorporation authorizes the Jacor Board of Directors
to provide from time to time for the issuance of the shares of Jacor Preferred
Stock and by resolution to establish the terms of each such series, including
(i) the number of shares of the series and the designation thereof, (ii) the
rights in respect of dividends on the shares, (iii) liquidation rights, (iv)
redemption rights, (v) the terms of any purchase, retirement or sinking fund to
be provided for the shares of the series, (vi) terms of conversion, if any,
(vii) restrictions, limitations and conditions, if any, on issuance of
indebtedness of Jacor, (viii) voting rights; and (ix) any other preferences and
other rights and limitations not inconsistent with law, the Certificate of
Incorporation, or any resolution of the Jacor Board of Directors.
 
    The issuance of Jacor Preferred Stock, while providing flexibility in
connection with the possible acquisitions and other corporate purposes, could
among other things adversely affect the rights of holders of
 
                                       33

Jacor Common Stock, and, under certain circumstances, make it more difficult for
a third party to gain control of Jacor. In the event that shares of Jacor
Preferred Stock are issued and convertible into shares of Jacor Common Stock the
holders of Jacor Common Stock may experience dilution.
 
    The Prospectus Supplement for any series of Jacor Preferred Stock will state
the terms, if any, on which shares of that series are convertible into shares of
another series of Jacor Preferred Stock or Jacor Common Stock or exchangeable
for another series of Jacor Preferred Stock, Jacor Common Stock or other debt
securities issued hereunder.
 
JACOR DEPOSITARY SHARES
 
    Jacor may, at its option, elect to offer fractional shares of Class A or
Class B Preferred Stock, rather than full shares of Class A or Class B Preferred
Stock. In the event such option is exercised, Jacor will issue receipts for
Jacor Depositary Shares, each of which will represent a fraction (to be set
forth in the Prospectus Supplement relating to the Class A or Class B Preferred
Stock) of a share of such Jacor Preferred Stock.
 
    The share of Class A or Class B Preferred Stock represented by Jacor
Depositary Shares will be deposited under a Deposit Agreement (the "Deposit
Agreement") between Jacor and a bank or trust company selected by Jacor having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Class A or Class B Preferred
Stock represented by such Depositary Share, to all the rights and preferences of
the Class A or Class B Preferred Stock represented thereby (including dividend,
voting, redemption, conversion and liquidation rights).
 
    The above summary description of the Jacor Depositary Shares does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the description in the applicable Prospectus Supplement and the
detailed provisions of the Deposit Agreement (which will contain the form of
Depositary Receipt). A copy of the form of Deposit Agreement is available upon
request.
 
CITICASTERS WARRANTS
 
   
    Jacor issued warrants (the "Citicasters Warrants") pursuant to the terms of
its February 1996 agreement to acquire Citicasters Inc. through a merger (the
"Citicasters Merger") of JCC (formerly JCAC, Inc.) with and into Citicasters
Inc. ("Citicasters"). If all of the Citicasters Warrants are exercised,
4,400,000 shares of Jacor Common Stock would be issued. Each Citicasters Warrant
initially entitles the holder thereof to purchase .2035247 of a share of Jacor
Common Stock at a price of $28.00 per full share (the "Citicasters Price"). The
Citicasters Price and the number of shares of Jacor Common Stock issuable upon
the exercise of each Citicasters Warrant are subject to adjustment in certain
events described below. Each Citicasters
    
Warrant may be exercised until 5:00 p.m., Eastern Time, on September 18, 2001
(the "Citicasters Expiration Date") in accordance with the terms of the
Citicasters Warrants and Citicasters Warrant Agreement. To the extent that any
Citicasters Warrant remains outstanding after such time, such unexercised
Citicasters Warrant will automatically terminate.
 
    Citicasters Warrants may be exercised by surrendering to the warrant agent a
signed Citicasters Warrant certificate together with the form of election to
purchase on the reverse thereof indicating the warrant holder's election to
exercise all or a portion of the Citicasters Warrants evidenced by such
certificate. Surrendered certificates must be accompanied by payment of the
aggregate Citicasters Price in respect of the Citicasters Warrant to be
exercised, which payment may be made in cash or by certified or bank cashier's
check drawn on a banking institution chartered by the government of the United
States or any state thereof payable to the order of Jacor. No adjustments as to
cash dividends with respect to the Jacor Common Stock will be made upon any
exercise of Citicasters Warrants.
 
                                       34

   
    If fewer than all of the Citicasters Warrants evidenced by any certificate
are exercised, the warrant agent will deliver to the exercising warrant holder a
new Citicasters Warrant certificate representing the unexercised Citicasters
Warrants. Jacor will not be required to issue fractional shares of Jacor Common
Stock upon exercise of any Citicasters Warrant and in lieu thereof will pay in
cash an amount equal to the same fraction of the closing price per share of the
Jacor Common Stock, determined as provided in the Citicasters Warrant Agreement.
Jacor has reserved for issuance a number of shares of Jacor Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
the Citicasters Warrants.
    
 
    A Citicasters Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Jacor Common Stock upon
such exercise would cause Jacor to be in violation of the Communications Act or
the rules and regulations in effect thereunder.
 
    The number of shares of Jacor Common Stock purchasable upon the exercise of
each Citicasters Warrant and the Citicasters Price are subject to the adjustment
in connection with (i) the issuance of a stock dividend to holders of Jacor
Common Stock, a combination or subdivision or issuance by reclassification of
Jacor Common Stock; (ii) the issuance of rights, options or warrants to all
holders of Jacor Common Stock without charge to such holders to subscribe for or
purchase shares of Jacor Common Stock at a price per share which is lower than
the current market price; and (iii) certain distributions by Jacor to the
holders of Jacor Common Stock of evidences of indebtedness or of its assets
(excluding cash dividends, or distributions out of earnings or out of surplus
legally available for dividends) or of convertible securities, all as set forth
in the Citicasters Warrant Agreement. Notwithstanding the foregoing, no
adjustment in the number of shares of Jacor Common Stock issuable upon the
exercise of Citicasters Warrants will be required until such adjustment would
require an increase or decrease of at least one percent (1%) in the number of
shares of Jacor Common Stock purchasable upon the exercise of each Citicasters
Warrant. In addition, Jacor may at its option reduce the Citicasters Price.
 
   
    In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all of the property of Jacor, the Citicasters Warrant Agreement
requires that effective provisions be made so that each holder of an outstanding
Citicasters Warrant will have the right thereafter to exercise the Citicasters
Warrant for the kind and amount of securities and property receivable in
connection with such consolidation, merger, sale, transfer or lease by a holder
of the number of shares of Jacor Common Stock for which such Citicasters Warrant
were exercisable immediately prior thereto.
    
 
   
    The Citicasters Warrant Agreement may be amended or supplemented without the
consent of the holders of Citicasters Warrants to cure any ambiguity or to
correct or supplement any defective or inconsistent provision contained therein,
or to make such other necessary or desirable changes which shall not adversely
affect the interests of the warrant holders. Any other amendment to the
Citicasters Warrant Agreement requires the consent of warrant holders
representing not less than 50% of the Citicasters Warrants then outstanding
provided that no change in the number or nature of the securities purchasable
upon the exercise of any Citicasters Warrant, or the Citicasters Price therefor,
or the acceleration of the Citicasters Expiration Date, and no change in the
antidilution provisions which would adversely affect the interest of the holders
of Citicasters Warrants, shall be made without the consent of the holder of such
Citicasters Warrant, other than such changes as are specifically prescribed by
the Citicasters Warrant Agreement or are made in compliance with the applicable
law.
    
 
    No holder of Citicasters Warrants is entitled to vote or receive dividends
or be deemed for any purpose the holder of Jacor Common Stock until the
Citicasters Warrants are properly exercised as provided in the Citicasters
Warrant Agreement.
 
REGENT WARRANTS
 
   
    Jacor issued warrants (the "Regent Warrants") pursuant to the terms of its
October 1996 merger agreement (the "Regent Merger Agreement") with Regent
Communications, Inc. ("Regent"), whereby Regent merged with and into Jacor. If
all such Regent Warrants are exercised, 500,000 shares of Jacor Common Stock
would be issued. Each Regent Warrant initially entitles the holder thereof to
purchase .11271 (the "Fraction") of a share of Jacor Common Stock at a price of
$40.00 per full share (the "Regent Price"). The Regent Price and the number of
shares of Jacor Common Stock issuable upon the exercise of
    
 
                                       35

   
each Regent Warrant are subject to adjustment in certain events described below.
Each Regent Warrant may be exercised until 5:00 pm., Eastern Time, on February
27, 2002 (the "Regent Expiration Date") in accordance with the terms of the
Regent Warrants and the Regent Warrant Agreement; PROVIDED, HOWEVER, if any of
the Regent Warrants are called for redemption by Jacor, at a price per Regent
Warrant equal to $12.00 multiplied by the Fraction, as adjusted from time to
time under the terms of the Regent Warrant Agreement, on or after February 27,
2000, the right to so redeem the Regent Warrants shall expire at the close of
business, New York time, on such redemption date. To the extent that any Regent
Warrant remains outstanding after such time, such unexercised Regent Warrant
will automatically terminate.
    
 
    Regent Warrants may be exercised by surrendering to the warrant agent a
signed Regent Warrant certificate together with the form of election to purchase
on the reverse thereof indicating the warrant holder's election to exercise all
or a portion of the Regent Warrants evidenced by such certificate. Surrendered
certificates must be accompanied by payment of the aggregate Regent Price in
respect of the Regent Warrants to be exercised, which payment may be made in
cash or by certified or bank cashier's check drawn on a banking institution
chartered by the government of the United States or any state thereof payable to
the order of Jacor. No adjustments as to cash dividends with respect to the
Jacor Common Stock will be made upon any exercise of Regent Warrants.
 
    If fewer than all the Regent Warrants evidenced by any certificate are
exercised, the warrant agent will deliver to the exercising warrant holder a new
Regent Warrant certificate representing the unexercised Regent Warrants. Jacor
will not be required to issue fractional shares of Jacor Common Stock upon
exercise of any Regent Warrant and in lieu thereof will pay in cash an amount
equal to the same fraction of the closing price per share of Jacor Common Stock,
determined as provided in the Regent Warrant Agreement. Jacor has reserved for
issuance a number of shares of Jacor Common Stock sufficient to provide for the
exercise of the rights of purchase represented by the Regent Warrants.
 
    A Regent Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Jacor Common Stock upon
such exercise would cause Jacor to be in violation of the Communications Act or
the rules and regulations in effect thereunder.
 
    The number of shares of Jacor Common Stock purchasable upon the exercise of
each Regent Warrant and the Regent Price are subject to adjustment in connection
with (i) the issuance of a stock dividend to holders of Jacor Common Stock, a
combination or subdivision or issuance by reclassification of Jacor Common
Stock; (ii) the issuance of rights, options or warrants to all holders of Jacor
Common Stock without charge to such holders to subscribe for or purchase shares
of Jacor Common Stock at a price per share which is lower than the current
market price; and (iii) certain distributions by Jacor to the holders of Jacor
Common Stock of evidences of indebtedness or of its assets (excluding cash
dividends or distributions pursuant to an announced policy of Jacor payable out
of earnings or out of surplus legally available for dividends) or of convertible
securities, all as set forth in the Regent Warrant Agreement. Notwithstanding
the foregoing, no adjustment in the number of shares of Jacor Common Stock
issuable upon the exercise of the Regent Warrants will be required until such
adjustment would require an increase or decrease of at least one percent (1%) in
the number of shares of Jacor Common Stock purchasable upon the exercise of each
Regent Warrant. In addition, Jacor may at its option reduce the Regent Price to
any amount deemed appropriate by the Jacor Board of Directors.
 
   
    In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all the property of Jacor, the Regent Warrant Agreement requires
that effective provisions be made so that each holder of an outstanding Regent
Warrant will have the right thereafter to exercise the Regent Warrant for the
kind and amount of securities and property receivable in connection with such
consolidation, merger, sale, transfer or lease by a holder of the number of
shares of Jacor Common Stock for which such Regent Warrant were exercisable
immediately prior thereto.
    
 
    The Regent Warrant Agreement may be amended or supplemented without the
consent of the holders of Regent Warrants to cure any ambiguity or to correct or
supplement any defective or inconsistent provision contained therein, or to make
such other necessary or desirable changes which shall not adversely affect the
interests of the warrant holders. Any other amendment to the Regent Warrant
Agreement shall require the consent of warrant holders representing not less
than 50% of the Regent Warrants then outstanding
 
                                       36

provided that no change in the number or nature of the securities purchasable
upon the exercise of any Regent Warrant, or the Regent Price therefor, or the
acceleration of the Regent Expiration Date, and no change in the antidilution
provisions which would adversely affect the interests of the holders of Regent
Warrants, shall be made without the consent of the holder of such Regent
Warrant, other than such changes as are specifically prescribed by the Regent
Warrant Agreement or are made in compliance with applicable law.
 
   
    No holder of Regent Warrants is entitled to vote or receive dividends or be
deemed for any purpose the holder of Jacor Common Stock until the Regent
Warrants are properly exercised as provided in the Regent Warrant Agreement.
    
 
DELAWARE ANTITAKEOVER STATUTE
 
    Jacor is subject to the "business combination" statute of the Delaware
General Corporation Law (Section 203). In general, such statute prohibits a
publicly held Delaware corporation from engaging in various "business
combination" transactions with any "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
"interested stockholder," unless (i) such transaction is approved by the Board
of Directors prior to the date the "interested stockholder" obtains such status,
(ii) upon consummation of the transaction the interested stockholder
beneficially owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned by (a) persons
who are directors and also officers and (b) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer,
or (iii) the "business combination" is approved by the Board of Directors and
authorized at an annual or special meeting of stockholders by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by
the "interested stockholder." A "business combination" includes mergers, asset
sales and other transactions resulting in a financial benefit to an "interested
stockholder." An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock. The statute could prohibit or delay mergers or
other takeover or change in control attempts with respect to Jacor and,
accordingly, may discourage attempts to acquire Jacor.
 
   
REGISTRAR AND TRANSFER AGENT
    
 
   
    ChaseMellon Shareholder Services is the registrar and transfer agent for the
Jacor Common Stock and the warrant agent for the Citicasters Warrants and the
Regent Warrants.
    
 
                          DESCRIPTION OF INDEBTEDNESS
 
    The summaries contained herein of certain of the indebtedness of Jacor and
JCC do not purport to be complete and are qualified in their entirety by
reference to the provisions of the various agreements and indentures related
thereto, which are filed as exhibits to the Registration Statement of which this
Prospectus is a part and to which reference is hereby made.
 
THE CREDIT FACILITY
 
   
    JCC entered into its existing credit facility on June 12, 1996, as amended
and restated on February 14, 1997, (the "Credit Facility") with a syndicate of
banks and other financial institutions. The Credit Facility provides
availability of up to $750.0 million of loans to JCC in three components: (i) a
revolving credit facility of up to $450.0 million with mandatory semi-annual
commitment reductions beginning June 12, 1999 and a final maturity date of June
12, 2003; (ii) a term loan of $200.0 million with scheduled semi-annual
reductions beginning December 12, 1997 and a final maturity date of June 12,
2003; and (iii) a tranche B term loan of $100.0 million with scheduled
semi-annual reductions beginning December 12, 1998 and a final maturity date no
later than June 12, 2004.
    
 
   
    The Credit Facility bears interest at a rate that fluctuates with a bank
base rate and/or the Eurodollar rate per annum.
    
 
    The loans under the Credit Facility are guaranteed by each of Jacor's direct
and indirect subsidiaries other than certain immaterial subsidiaries. Jacor's
obligations with respect to the Credit Facility and each
 
                                       37

guarantor's obligations with respect to the related guaranty are secured by
substantially all of their respective assets, including, without limitation,
inventory, equipment, accounts receivable, intercompany debt and, in the case of
Jacor's subsidiaries, capital stock. JCC's obligations under the Credit Facility
are secured by a first priority lien on the capital stock of the Jacor's and
JCC's subsidiaries and by the guarantee of JCC's parent, Jacor.
 
   
    The Credit Facility contains covenants and provisions that restrict, among
other things, JCC's ability to: (i) incur additional indebtedness; (ii) incur
liens on its property; (iii) make investments and advances; (iv) enter into
guarantees and other contingent obligations; (v) merge or consolidate with or
acquire another person or engage in other fundamental changes; (vi) engage in
certain sales of assets; (vii) make capital expenditures; (viii) enter into
leases; (ix) engage in certain transactions with affiliates; and (x) make
restricted junior payments. The Credit Facility also requires the satisfaction
of certain financial performance criteria (including a consolidated interest
coverage ratio, a leverage-to-operating cash flow ratio and a consolidated
operating cash flow available for fixed charges ratio) and the repayment of
loans under the Credit Facility with proceeds of certain sales of assets and
debt issuances, and with 50% of JCC's Consolidated Excess Cash Flow (as defined
in the Credit Facility).
    
 
   
    Events of default under the Credit Facility include various events of
default customary for such type of agreement, such as failure to pay scheduled
payments when due, cross defaults on other indebtedness, change of control
events under other indebtedness (including the LYONs, the 1996 10 1/8% Notes and
the 1996 9 3/4% Notes) and certain events of bankruptcy, insolvency and
reorganization. In addition, the Credit Facility includes events of default for
JCC and the cessation of any lien on any of the collateral under the Credit
Facility as a perfected first priority lien and the failure of Zell/Chilmark
appointees to represent at least 30% of the Jacor Board of Directors.
    
 
   
    For purposes of the Credit Facility, a change of control includes the
occurrence of any event that triggers a change of control under the LYONs, the
1996 10 1/8% Notes or the 1996 9 3/4% Notes. Such change of control under the
Credit Facility would constitute an event of default which would give the
syndicate the right to accelerate the unpaid principal amounts due under the
Credit Facility. Upon such acceleration, there is no assurance that JCC will
have funds available to fund such repayment or that such funds will be available
on terms acceptable to JCC.
    
 
   
THE 1996 10 1/8% NOTES
    
 
    In June 1996, JCAC, Inc. (a predecessor to JCC) conducted an offering (the
"1996 10 1/8% Notes Offering") whereby JCAC, Inc. issued and sold 10 1/8% Senior
Subordinated Notes due 2006 (the "1996 10 1/8% Notes") in an aggregate principal
amount of $100.0 million. The 1996 10 1/8% Notes were issued pursuant to an
Indenture between JCAC, Inc. and First Trust of Illinois, National Association,
as Trustee (the "1996 10 1/8% Note Indenture"). JCAC, Inc. then lent the net
proceeds of the 1996 10 1/8% Notes Offering to Jacor. The 1996 10 1/8% Notes
have interest payment dates of June 15 and December 15, commencing on December
15, 1996, and mature on June 15, 2006.
 
    The 1996 10 1/8% Note Indenture contains certain covenants which impose
certain limitations and restrictions on the ability of Jacor to incur additional
indebtedness, pay dividends or make other distributions, make certain loans and
investments, apply the proceeds of asset sales (and use the proceeds thereof),
create liens, enter into certain transactions with affiliates, merge,
consolidate or transfer substantially all its assets and make investments in
unrestricted subsidiaries.
 
    If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 1996 10 1/8% Notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to the date of repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 1996 10 1/8% Notes in the event of a change of control offer or that JCC
would be able to obtain financing for such purpose on favorable terms, if at
all. In addition, the Credit Facility restricts JCC's ability to repurchase the
1996 10 1/8% Notes, including pursuant to a change of control offer.
Furthermore, a change of control under the 1996 10 1/8% Note Indenture will
result in a default under the Credit Facility.
 
   
    As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of
    
 
                                       38

any of the assets of JCC, on a consolidated basis, in one transaction or a
series of related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate normally
entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee(s) or surviving entity or entities, (ii) any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the "beneficial owner," directly or indirectly, of more
than 50% of the total voting power in the aggregate of all classes of Capital
Stock of JCC then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of JCC (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of JCC was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of JCC then in office.
 
    The events of default under the 1996 10 1/8% Note Indenture include various
events of default customary for such type of agreement, including the failure to
pay principal and interest when due on the 1996 10 1/8% Notes, cross defaults on
other indebtedness for borrowed monies in excess of $5.0 million (which
indebtedness would therefore include the Credit Facility, the LYONs and the 1996
9 3/4% Notes) and certain events of bankruptcy, insolvency and reorganization.
 
THE LIQUID YIELD OPTION-TM- NOTES
 
    Also in June 1996, Jacor conducted an offering (the "LYONs Offering")
whereby Jacor issued and sold Senior Liquid Yield Option-TM- Notes due June 12,
2011 (the "LYONs") in the aggregate principal amount at maturity of $259.9
million. Each LYON had an Issue Price of $443.14 and a principal amount at
maturity of $1,000. The LYONs were issued pursuant to an Indenture between Jacor
and The Bank of New York, as Trustee (the "LYONs Indenture").
 
    Each LYON is convertible, at the option of the Holder, at any time on or
prior to maturity, unless previously redeemed or otherwise purchased, into Jacor
Common Stock at a conversion rate of 13.412 shares per LYON. The conversion rate
will not be adjusted for accrued original issue discount, but will be subject to
adjustment upon the occurrence of certain events affecting the Jacor Common
Stock. Upon conversion, the Holder will not receive any cash payment
representing accrued original issue discount; such accrued original issue
discount will be deemed paid by the Jacor Common Stock received by the Holder on
conversion.
 
    The LYONs are not redeemable by Jacor prior to June 12, 2001. Thereafter,
the LYONs are redeemable for cash at any time at the option of Jacor, in whole
or in part, at redemption prices equal to the issue price plus accrued original
issue discount to the date of redemption.
 
    The LYONs will be purchased by Jacor, at the option of the Holder, on June
12, 2001 and June 12, 2006, for a Purchase Price of $581.25 and $762.39
(representing issue price plus accrued original issue discount to each date),
respectively, representing a 5.50% yield per annum to the Holder on such date,
computed on a semiannual bond equivalent basis. Jacor, at its option, may elect
to pay the purchase price on any such purchase date in cash or Jacor Common
Stock, or any combination thereof. In addition, as of 35 business days after the
occurrence of a change in control of Jacor occurring on or prior to June 12,
2001, each LYON will be purchased for cash, by Jacor, at the option of the
Holder, for a change in control purchase price equal to the issue price plus
accrued original issue discount to the change in control purchase date set for
such purchase. The change in control purchase feature of the LYONs may in
certain circumstances have an antitakeover effect.
 
    Under the LYONs Indenture, a "Change in Control" of Jacor is deemed to have
occurred at such time as (i) any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) other than Zell/Chilmark,
Jacor, any Subsidiary of Jacor, or any employee benefit plan of either Jacor or
any Subsidiary of Jacor, files a Schedule 13D or 14D-1 under the Exchange Act
(or any successor schedule, form or report) disclosing that such person has
become the beneficial owner of 50% or more of the Jacor Common Stock or other
capital stock of Jacor into which such Jacor Common Stock is reclassified or
 
                                       39

changed, with certain exceptions, or (ii) there shall be consummated any
consolidation or merger of Jacor (a) in which Jacor is not the continuing or
surviving corporation or (b) pursuant to which the Jacor Common Stock would be
converted into cash, securities or other property, in each case, other than a
consolidation or merger of Jacor in which the holders of Jacor Common Stock
immediately prior to the consolidation or merger own, directly or indirectly, at
least a majority of Jacor Common Stock of the continuing or surviving
corporation immediately after the consolidation or merger. A Change of Control
under the LYONs Indenture constitutes an event of default under the Credit
Facility. See "-- The Credit Facility."
 
    The LYONs Indenture includes various events of default customary for such
type of agreement, such as cross defaults on other indebtedness for borrowed
monies in excess of $10.0 million (which indebtedness would therefore include
the Credit Facility, the 1996 9 3/4% Notes and the 1996 10 1/8% Notes) and
certain events of bankruptcy, insolvency and reorganization.
 
THE 1996 9 3/4% NOTES
 
    In December 1996, JCC conducted an offering (the "1996 9 3/4% Notes
Offering") whereby JCC issued and sold 9 3/4% Senior Subordinated Notes due 2006
(the "1996 9 3/4% Notes") in an aggregate principal amount of $170.0 million.
The 1996 9 3/4% Notes were issued pursuant to an Indenture between JCC and The
Bank of New York, as Trustee (the "1996 9 3/4% Note Indenture"). JCC then lent
the net proceeds of the 1996 9 3/4% Notes Offering to Jacor. The 1996 9 3/4%
Notes have interest payment dates of June 15 and December 15, commencing on June
15, 1997, and mature on December 15, 2006.
 
    The 1996 9 3/4% Note Indenture contains certain covenants which impose
certain limitations and restrictions on the ability of Jacor to incur additional
indebtedness, pay dividends or make other distributions, make certain loans and
investments, apply the proceeds of asset sales (and use the proceeds thereof),
create liens, enter into certain transactions with affiliates, merge,
consolidate or transfer substantially all its assets and make investments in
unrestricted subsidiaries.
 
    If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 1996 9 3/4% Notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to the date of repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 1996 9 3/4% Notes in the event of a change of control offer or that JCC
would be able to obtain financing for such purpose on favorable terms, if at
all. In addition, the Credit Facility restricts JCC's ability to repurchase the
1996 9 3/4% Notes, including pursuant to a change of control offer. Furthermore,
a change of control under the 1996 9 3/4% Note Indenture will result in a
default under the Credit Facility.
 
   
    As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of any of
the assets of JCC, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate normally
entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee(s) or surviving entity or entities, (ii) any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the "beneficial owner," directly or indirectly, of more
than 50% of the total voting power in the aggregate of all classes of Capital
Stock of JCC then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of JCC (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of JCC was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of JCC then in office.
    
 
    The events of default under the 1996 9 3/4% Note Indenture include various
events of default customary for such type of agreement, including the failure to
pay principal and interest when due on the 1996 9 3/4%
 
                                       40

Notes, cross defaults on other indebtedness for borrowed monies in excess of
$5.0 million (which indebtedness would therefore include the Credit Facility,
the LYONs and the 1996 10 1/8% Notes) and certain events of bankruptcy,
insolvency and reorganization.
 
                                       41

                              PLAN OF DISTRIBUTION
 
    Jacor and/or JCC may sell the Securities to one or more underwriters for
public offering and sale in the United States or Canada by them or may sell the
Securities to investors directly or through agents. Any such underwriter or
agent involved in the offer and sale of Securities will be named in the
applicable Prospectus Supplement. Jacor and JCC have reserved the right to sell
Securities directly to investors on its own behalf in those jurisdictions where
and in such manner as it is authorized to do so.
 
    Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Jacor and/or
JCC also may, from time to time, authorize dealers, acting as Jacor's agents, to
offer and sell Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from Jacor and/or JCC in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.
 
    Any underwriting compensation paid by Jacor and/or JCC to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with Jacor and/or JCC, to indemnification against
and contribution toward certain civil liabilities, including liabilities under
the Securities Act.
 
    If so indicated in the Prospectus Supplement, Jacor and/or JCC will
authorize dealers acting as Jacor's and/or JCC's agents to solicit offers by
certain institutions to purchase the Securities from Jacor and/or JCC at the
public offering price set forth in the applicable Prospectus Supplement pursuant
to delayed delivery contracts ("Contracts") providing for payment and delivery
on the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than the amounts stated in the applicable Prospectus
Supplement. Institutions with whom Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but will in all cases be subject to the approval of Jacor and/or
JCC. Contracts will not be subject to any conditions except (i) the purchase by
the institution of the Securities covered by its Contract shall not at the time
of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the Securities are
being sold to underwriters, Jacor and/or JCC shall have sold to such
underwriters the total amount specified in the applicable Prospectus Supplement.
A commission indicated in the applicable Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Securities pursuant to Contracts
accepted by Jacor and/or JCC.
 
    The rules of the Commission generally prohibit underwriters and other
members of the selling group from making a market in Jacor Common Stock during
the "cooling off" period immediately preceding the commencement of sales in the
offering. The Commission has, however, adopted an exemption from these rules
that permits passive market making under certain conditions. These rules permit
an underwriter or other member of the selling group to continue to make a market
in Jacor Common Stock subject to the conditions, among others, that its bid not
exceed the highest bid by a market maker not connected with the offering and
that its net purchases on any one trading day not exceed prescribed limits.
Pursuant to these exemptions, certain underwriters and other members of the
selling group may engage in passive market making in Jacor Common Stock during
the cooling off period.
 
                                       42

                             VALIDITY OF SECURITIES
 
   
    Unless otherwise indicated in an applicable Prospectus Supplement relating
to the Securities, the validity of the Securities offered hereby will be passed
upon for Jacor, JCC and the Subsidiary Guarantors by Graydon, Head & Ritchey,
Cincinnati, Ohio.
    
 
                                    EXPERTS
 
   
    The consolidated balance sheets of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1996 and 1995 and the consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1996 and the combined balance sheets of EFM Media
Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. (the "Combined EFM
Companies") as of December 31, 1995 and 1996 and related combined statements of
operations, changes in retained earnings and cash flows for the years ended
December 31, 1994, 1995 and 1996, each incorporated by reference in this
registration statement, have been incorporated herein in reliance on the reports
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
    
 
                                       43

- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------
 
    NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SO AUTHORIZED BY JACOR,
JCC OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE PERSON IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF JACOR OR JCC SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
                              -------------------
 
                               TABLE OF CONTENTS
 
   


                                                         PAGE
 
                                                   
AVAILABLE INFORMATION...............................           2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....           3
RISK FACTORS........................................           4
BUSINESS............................................           7
USE OF PROCEEDS.....................................           7
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
  EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
  STOCK DIVIDENDS...................................           7
DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND JCC
  DEBT SECURITIES...................................           7
  General...........................................           8
  Conversion of Convertible Debt Securities.........           9
  Exchangeability...................................          10
  Subordination.....................................          10
  Fraudulent Transfer Considerations................          12
  Certain Covenants.................................          13
  Reports...........................................          20
  Events of Default and Remedies....................          20
  Legal Defeasance and Covenant Defeasance..........          22
  Amendments and Supplements........................          23
  No Personal Liability of Stockholders, Officers or
    Directors.......................................          23
  Regarding the Trustee.............................          23
  Certain Definitions...............................          24
DESCRIPTION OF CAPITAL STOCK........................          33
  Jacor Common Stock................................          33
  Jacor Class A and Class B Preferred Stock.........          33
  Jacor Depositary Shares...........................          34
  Citicasters Warrants..............................          34
  Regent Warrants...................................          35
  Delaware Antitakeover Statute.....................          37
  Registrar and Transfer Agent......................          37
DESCRIPTION OF INDEBTEDNESS.........................          37
  The Credit Facility...............................          37
  The 1996 10 1/8% Notes............................          38
  The Liquid Yield Option-TM- Notes.................          39
  The 1996 9 3/4% Notes.............................          40
PLAN OF DISTRIBUTION................................          42
VALIDITY OF SECURITIES..............................          43
EXPERTS.............................................          43

    
 
   
                                     [LOGO]
                                PREFERRED STOCK
                          CONVERTIBLE PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                          JACOR COMMUNICATIONS COMPANY
                         AND THE SUBSIDIARY GUARANTORS
    
 
   
                          JACOR COMMUNICATIONS COMPANY
    
   
                                DEBT SECURITIES
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
    
   
                           JACOR COMMUNICATIONS, INC.
    
 
   
                         AND THE SUBSIDIARY GUARANTORS
    
 
                               -----------------
 
                                   PROSPECTUS
 
                               -----------------
 
   
                                 April 21, 1997
    
 
- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
   
    The following is an itemized statement of the fees and expenses (all but the
SEC fee are estimates) in connection with the issuance and distribution of the
securities being registered hereunder. All such fees and expenses shall be borne
by Jacor.
    
 
   
                                                                 
SEC Registration fees.............................................  $  75,758
NASD fee..........................................................  $  25,500
Nasdaq National Market Listing Fee................................  $  17,500
Blue Sky fees and expenses........................................  $  15,000
Printing and engraving expenses...................................  $ 225,000
Transfer agent and registrar fee and expenses.....................  $  10,000
Attorneys' fees and expenses......................................  $ 300,000
Accounting fees and expenses......................................  $ 125,000
Miscellaneous.....................................................  $   6,242
                                                                    ---------
        Total.....................................................  $ 800,000
                                                                    ---------
                                                                    ---------


    
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Jacor, being incorporated under the General Corporation Law of the State of
Delaware, is empowered by Section 145 of such law ("Statute"), subject to the
procedures and limitations stated in the Statute, to indemnify any person
("Indemnitee") against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with any threatened, pending or completed action, suit
or proceeding to which an Indemnitee is made a party or threatened to be made a
party by reason of the Indemnitee's being or having been a director, officer,
employee or agent of Jacor or a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise at the
request of Jacor. The Statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. The Statute also provides that Jacor may
purchase insurance on behalf of any director, officer, employee or agent.
 
    Article Sixth of Jacor's Certificate of Incorporation contains provisions
permitted by Section 102 of the General Corporation Law of the State of Delaware
which eliminate personal liability of members of its board of directors for
violations of their fiduciary duty of care. Neither the Delaware General
Corporation Law nor the Certificate of Incorporation, however, limits the
liability of a director for breaching such director's duty of loyalty, failing
to act in good faith, engaging in intentional misconduct or knowingly violating
a law, paying a dividend or approving a stock repurchase under circumstances
where such payment or repurchase is not permitted under the Statute, or
obtaining an improper personal benefit.
 
    Article 8 of Jacor's Bylaws provides that Jacor is obligated to indemnify an
Indemnitee in each and every situation where Jacor is obligated to make such
indemnification pursuant to the Statute. Jacor must also indemnify an Indemnitee
in each and every situation where, under the Statute, Jacor is not obligated but
is nevertheless permitted or empowered to make such indemnification. However,
before making such indemnification with respect to any situation covered by the
preceding sentence, (i) Jacor shall promptly make or cause to be made, by any of
the methods referred to in subsection (d) of the Statute, a determination as to
whether the Indemnitee acted in good faith and in a manner such Indemnitee
reasonably believed to be in or not opposed to the best interests of Jacor, and,
in the case of any criminal action or proceeding, had no reasonable cause to
believe that such Indemnitee's conduct was unlawful and (ii) no such
indemnification shall be made unless it is determined that such Indemnitee acted
in good faith and in a manner such Indemnitee reasonably believed to be in or
not opposed to the best interests of Jacor, and, in the case of any criminal
action or proceeding, had no reasonable cause to believe that such Indemnitee's
conduct was unlawful.
 
                                      II-1

    Pursuant to authority contained in its Bylaws, Jacor maintains in force a
standard directors' and officers' liability insurance policy providing coverage
of $10,000,000 against liability incurred by any director or officer in his or
her capacity as such.
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    See Index to Exhibits.
 
ITEM 17.  UNDERTAKINGS.
 
    (a) The undersigned Registrants hereby undertake:
 
    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
        (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act.
 
        (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20% change in the maximum aggregate offering
    price set forth in the "Calculation of Registration Fee" table in the
    effective Registration Statement.
 
       (iii) To include any material information with respect to the Plan of
    Distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement.
 
    PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed by Jacor pursuant to
    Section 13 or Section 15(d) of the Exchange Act that are incorporated by
    reference in the Registration Statement.
 
    (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
 
    (b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Jacor's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
    (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
 
                                      II-2

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                JACOR COMMUNICATIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT AND TREASURER
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
/s/ RANDY MICHAELS                        /s/ R. CHRISTOPHER WEBER
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
CHIEF EXECUTIVE OFFICER AND DIRECTOR      SENIOR VICE PRESIDENT, CHIEF FINANCIAL
                                          OFFICER AND ASSISTANT SECRETARY
/s/ ROBERT L. LAWRENCE*                   /s/ ROD F. DAMMEYER*
- --------------------------------------    --------------------------------------
Robert L. Lawrence                        Rod F. Dammeyer
PRESIDENT, CHIEF OPERATING OFFICER AND    DIRECTOR
DIRECTOR
/s/ SHELI Z. ROSENBERG*                   /s/ F. PHILIP HANDY*
- --------------------------------------    --------------------------------------
Sheli Z. Rosenberg                        F. Philip Handy
BOARD CHAIR AND DIRECTOR                  DIRECTOR
                                          /s/ MARC LASRY*
- --------------------------------------    --------------------------------------
John W. Alexander                         Marc Lasry
DIRECTOR                                  DIRECTOR
- --------------------------------------    --------------------------------------
Peter C. B. Bynoe                         Maggie Wilderotter
DIRECTOR                                  DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                      II-3

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR COMMUNICATIONS COMPANY
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     ASSISTANT SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS                        /s/ R. CHRISTOPHER WEBER
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT                                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL
                                          OFFICER AND DIRECTOR
 
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
    
 
                                      II-4

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                GREAT AMERICAN MERCHANDISING GROUP, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                      II-5

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CINE GUARANTORS II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                      II-6

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                GREAT AMERICAN TELEVISION PRODUCTIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                      II-7

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CINE GUARANTORS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                      II-8

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                GACC-340, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                      II-9

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                GACC-N26LB, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-10

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CITICASTERS CO.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-11

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                SPORTS RADIO BROADCASTING, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-12

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBRO, S.C.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ R. CHRISTOPHER WEBER
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-13

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                SPORTS RADIO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-14

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST CENTER, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-15

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING CORPORATION
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-16

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                BROADCAST FINANCE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-17

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF FLORIDA, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-18

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, The Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF ATLANTA, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-19

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF COLORADO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-20

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF KNOXVILLE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-21

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF TAMPA BAY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-22

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, The Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                GEORGIA NETWORK EQUIPMENT, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-23

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR CABLE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-24

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF SAN DIEGO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-25

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF ST. LOUIS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-26

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                JACOR BROADCASTING OF SARASOTA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-27

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                F.M.I. PENNSYLVANIA, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-28

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                INMOBILIARIA RADIAL, S.A. DE C.V.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ R. CHRISTOPHER WEBER
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-29

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST GROUP, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-30

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST OF COLORADO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-31

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST OF SAN DIEGO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-32

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST OF ST. LOUIS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-33

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST OF TOLEDO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-34

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOVA MARKETING GROUP, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-35

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST LICENSES, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-36

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                NOBLE BROADCAST HOLDINGS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-37

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CINE GUARANTORS II, LTD.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-38

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                THE SY FISCHER COMPANY AGENCY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-39

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CINE MOVIL S.A. DE C.V.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-40

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CINE MOBILE SYSTEMS INT'L. N.V.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-41

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                WHOK, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-42

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                VTTV PRODUCTIONS
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-43

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                LOCATION PRODUCTIONS II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-44

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                LOCATION PRODUCTIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-45

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                CINE FILMS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-46

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
                                TAFT-TCI SATELLITE SERVICES, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY PREVIOUSLY FILED.
    
 
                                     II-47

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF CHARLESTON, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-48

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF KANSAS CITY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-49

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF LAS VEGAS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-50

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF LAS VEGAS II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-51

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF LOUISVILLE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-52

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF LOUISVILLE II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-53

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF SALT LAKE CITY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-54

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT BROADCASTING OF SALT LAKE CITY II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-55

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF CHARLESTON, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-56

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF KANSAS CITY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-57

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF LAS VEGAS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-58

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF LAS VEGAS II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-59

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF LOUISVILLE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-60

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF LOUISVILLE II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-61

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF SALT LAKE CITY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-62

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                REGENT LICENSEE OF SALT LAKE CITY II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-63

   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-19291 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 18th day of April, 1997.
    
 
   
                                EFM PROGRAMMING, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-19291 has been signed
on April 18, 1997 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By: /s/ JON M. BERRY
    ----------------------------------------
    
   
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
    
 
                                     II-64

                               INDEX TO EXHIBITS
 
   


                                                                                                        SEQUENTIALLY
 EXHIBIT                                                                                                  NUMBERED
 NUMBER                                      DESCRIPTION OF EXHIBIT                                         PAGE
- ---------  -------------------------------------------------------------------------------------------  -------------
                                                                                                  
      1.1  Underwriting Agreement.                                                                                *
      2.1  Agreement and Plan of Merger dated February 12, 1996 among Citicasters Inc.
           ("Citicasters"), Jacor Communications, Inc. ("Jacor") and JCAC, Inc. Incorporated by
           reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated February 27, 1996.               **
      2.2  Warrant Agreement dated as of September 18, 1996 between Jacor and KeyCorp Shareholder
           Services, Inc., as warrant agent. Incorporated by reference to Exhibit 4.1 to Jacor's
           Current Report on Form 8-K dated October 3, 1996.                                                     **
      2.3  Supplemental Agreement dated as of September 18, 1996 between Jacor and KeyCorp Shareholder
           Services, Inc., as warrant agent. Incorporated by reference to Exhibit 4.2 of Jacor's
           Current Report on Form 8-K dated October 3, 1996.                                                     **
      2.4  Registration Rights Agreement dated as of August 5, 1996 among Jacor, JCAC, Inc., Great
           American Insurance Company, American Financial Corporation, American Financial Enterprises,
           Inc., Carl H. Lindner, The Carl H. Lindner Foundation, and S. Craig Lindner. Incorporated
           by reference to Exhibit 2.22 to Jacor's Post-Effective Amendment No. 1 on Form S-3 to Form
           S-4 (File No. 333-6639).                                                                              **
      2.5  Stock Purchase and Stock Warrant Redemption Agreement dated as of February 20, 1996 among
           Jacor, Prudential Venture Partners II, L.P., Northeast Ventures, II, John T. Lynch, Frank
           A. DeFrancesco, Thomas R. Jiminez, William R. Arbenz, CIHC, Incorporated, Bankers Life
           Holding Corporation and Noble Broadcast Group, Inc. ("Noble") (omitting exhibits not deemed
           material or filed separately in executed form). [Prudential and Northeast are sometimes
           referred to hereafter as the "Class A Stockholders"; Lynch, DeFrancesco, Jiminez and Arbenz
           as the "Class B Stockholders"; and CHIC and Bankers Life as the Warrant Sellers.]
           Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated March
           6, 1996, as amended.                                                                                  **
      2.6  Investment Agreement dated as of February 20, 1996, among Jacor, Noble and the Class B
           Stockholders (omitting exhibits not deemed material). Incorporated by reference to Exhibit
           2.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended.                            **
      2.7  Asset Exchange Agreement dated as of September 26, 1996 between Citicasters Co. and Pacific
           and Southern Company, Inc. (omitting schedules and exhibits not deemed material).
           Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated
           October 11, 1996.                                                                                     **
      2.8  Agreement and Plan of Merger dated as of October 8, 1996 ("Regent Merger Agreement")
           between Jacor and Regent Communications, Inc. (omitting schedules and exhibits not deemed
           material). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K
           dated October 23, 1996.                                                                               **
      2.9  Form of Warrant Agreement between Jacor and KeyCorp Shareholder Services, Inc., as warrant
           agent (included as Exhibit B to Regent Merger Agreement). Incorporated by reference to
           Exhibit 2.2 to Jacor's Current Report on Form 8-K dated October 23, 1996.                             **
     2.10  Registration Rights Agreement dated as of October 8, 1996 among Jacor and the parties
           listed in Schedule I thereto (included as Exhibit I to Regent Merger Agreement).
           Incorporated by reference to Exhibit 2.4 to Jacor's Current Report on Form 8-K dated
           October 23, 1996.                                                                                     **

    

   


                                                                                                        SEQUENTIALLY
 EXHIBIT                                                                                                  NUMBERED
 NUMBER                                      DESCRIPTION OF EXHIBIT                                         PAGE
- ---------  -------------------------------------------------------------------------------------------  -------------
     2.11  Form of Plan and Agreement of Merger between Jacor and New Jacor, Inc. Incorporated by
           reference to Annex VII to the Proxy Statement/Information Statement/Prospectus to Jacor's
           Form S-4 Registration Statement (File No. 333-6639).                                                  **
                                                                                                  
     2.12  Asset Purchase Agreement dated as of March 17, 1997 among JCC, EFM Programming, Inc., EFM
           Media Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. Incorporated by reference
           to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated March 21, 1997.                            **
     2.13  Agreement and Plan of Merger dated as of April 7, 1997 among Jacor, JCC, PRN Holding
           Acquisition Corp. and Premiere Radio Networks, Inc. (omitting schedules and exhibits not
           deemed material). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on
           Form 8-K dated April 8, 1997.                                                                         **
     2.14  Shareholders' Agreement dated as of April 7, 1997 by and among Jacor, JCC, Archon
           Communications, Inc. ("Archon"), the stockholders of Archon and certain shareholders of
           Premiere (omitting schedules and exhibits not deemed material). Incorporated by reference
           to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated April 8, 1997.                             **
     2.15  Stock Purchase Agreement dated as of April 7, 1997 among Jacor, JCC, Archon Communications
           Partners LLC and News America Holdings Incorporated (omitting schedules and exhibits not
           deemed material). Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on
           Form 8-K dated April 8, 1997.                                                                         **
      4.1  Form of Indenture.
      4.2  Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's
           Liquid Yield Option Notes Due 2011. Incorporated by reference to Exhibit 4.23 to Jacor's
           Form S-4 Registration Statement (File No. 333-6639).                                                  **
      4.3  Indenture dated as of June 12, 1996 among Jacor, JCAC, Inc. and First Trust of Illinois,
           National Association for JCAC, Inc.'s 10 1/8% Senior Subordinated Notes due 2006 and
           Jacor's Guaranty thereof. Incorporated by reference to Exhibit 4.24 to Jacor's Form S-4
           Registration Statement (File No. 333-6639).                                                           **
      4.4  Effectiveness Agreement dated as of February 14, 1997 among Jacor Communications Company
           ("JCC"), the Lenders named therein (the "Lenders"), The Chase Manhattan Bank, as
           Adminstrative Agent, Banque Paribas, as Documentation Agent, and Bank of America Illinois,
           as Syndication Agent (omitting schedules and exhibits not deemed material).
      4.5  Credit Agreement dated as of June 12, 1996 as amended and restated as of February 14, 1997
           ("Credit Agreement") among JCC, the Lenders, Bank of America Illinois, as Syndication
           Agent, Banque Paribas, as Documentation Agent, and The Chase Manhattan Bank, as
           Administrative Agent (omitting schedules and exhibits not deemed material) (included as
           Exhibit A to Effectiveness Agreement).
      4.6  Security Agreement dated as of June 12, 1996 by and between JCAC, Inc. and Chemical Bank as
           Administrative Agent. Incorporated by reference to Exhibit 4.28 to Jacor's Form S-4
           Registration Statement (File No. 333-6639).                                                           **
      4.7  Parent Guaranty dated as of June 12, 1996 by Jacor in favor of Chemical Bank, as
           Administrative Agent, for the Lenders and any Interest Rate Hedge Providers (as defined in
           the Credit Agreement). Incorporated by reference to Exhibit 4.29 to Jacor's Form S-4
           Registration Statement (File No. 333-6639).                                                           **

    

   


                                                                                                        SEQUENTIALLY
 EXHIBIT                                                                                                  NUMBERED
 NUMBER                                      DESCRIPTION OF EXHIBIT                                         PAGE
- ---------  -------------------------------------------------------------------------------------------  -------------
      4.8  Pledge Agreement dated as of June 12, 1996 by and between Jacor and Chemical Bank, as
           Administrative Agent for the Agents (as defined in the Credit Agreement), the Lenders and
           any Interest Rate Hedge Providers. Incorporated by reference to Exhibit 4.30 to Jacor's
           Form S-4 Registration Statement (File No. 333-6639).                                                  **
                                                                                                  
      4.9  Indenture dated as of December 17, 1996 among JCC, Jacor, the Subsidiary Guarantors named
           therein (the "Subsidiary Guarantors") and the Bank of New York for JCC's 9 3/4% Senior
           Subordinated Notes due 2006 and Jacor's and the Subsidiary Guarantors' Guaranty thereof.             ***
     4.10  Form of Deposit Agreement.
     4.11  Stock Option Agreement dated as of June 23, 1993 between Jacor and Rod F. Dammeyer covering
           10,000 shares of Jacor's common stock. (1) Incorporated by reference to Exhibit 4.3 to
           Jacor's Quarterly Report on Form 10-Q dated August 13, 1993.                                          **
     4.12  Stock Option Agreement dated as of December 15, 1994 between Jacor and Rod F. Dammeyer
           covering 5,000 shares of Jacor's common stock. (2) Incorporated by reference to Exhibit
           4.23 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993.                                  **
      5.1  Opinion of Graydon, Head & Ritchey.
     12.1  Computation of Ratio of Earnings to Fixed Charges.
     23.1  Consent of Coopers & Lybrand L.L.P.
     23.2  Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1).
     24.1  Powers of Attorney of directors and officers signing this Registration Statement are part
           of the Signature Pages.                                                                              ***
     24.2  Power of Attorney of Randy Michaels.                                                                 ***
     24.3  Amended and Restated Power of Attorney of Randy Michaels.
     25.1  Statement of Eligibility of Trustee on Form T-1                                                     ****
     27.1  Financial Data Schedule of Jacor. Incorporated by reference to Jacor's Annual Report on
           Form 10-K for the year ended December 31, 1996, as amended.                                           **

    
 
- ------------------------
   
   (*) To be filed, as applicable to a particular offering of Securities, as an
       exhibit to a Current Report on Form 8-K and incorporated herein by
       reference thereto.
    
 
   
  (**) Incorporated by reference.
    
 
   
 (***) Previously filed.
    
 
   
(****) To be filed pursuant to Section 305(b)(2) of the TIA.
    
   
   (1) Identical documents were entered into with John W. Alexander, F. Philip
       Handy and Marc Lasry.
    
 
   
   (2) Identical documents were entered into with John W. Alexander, F. Philip
       Handy, Marc Lasry and Sheli Z. Rosenberg. An additional grant of 5,000
       stock options was made to each of these five individuals in February 1996
       pursuant to substantially identical documents.
    

EX-4.1

                                                                   EXHIBIT 4.1
   -----------------------------------------------------------------------
   -----------------------------------------------------------------------


                            JACOR COMMUNICATIONS COMPANY,

                                       ISSUER,

                                         AND

                             JACOR COMMUNICATIONS, INC.,

                                   PARENT GUARANTOR

                                         AND

                     UNCONDITIONALLY GUARANTEED BY THE SUBSIDIARY
                               GUARANTORS NAMED HEREIN

                                         AND

                           -------------------------------
                                           
                                       TRUSTEE


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

                                      INDENTURE



                             Dated as of ___________, 199_


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




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




                                                                          PAGE
                                                                          ----
                                  TABLE OF CONTENTS

                                      ARTICLE I

          DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . .   1

SECTION 1.1.   Definitions . . . . . . . . . . . . . . . . . . . . . . . . .   1
SECTION 1.2.   Incorporation by Reference of TIA . . . . . . . . . . . . . .  24
SECTION 1.3.  Rules of Construction. . . . . . . . . . . . . . . . . . . . .  24

                                      ARTICLE II

                                    SECURITY FORMS . . . . . . . . . . . . .  25

SECTION 2.1.  Forms Generally. . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 2.2.  Form of Trustee's Certificate of Authentication. . . . . . . .  26
SECTION 2.3.  Securities in Global Form. . . . . . . . . . . . . . . . . . .  26
SECTION 2.4.  Form of Notation Relating to Guarantees. . . . . . . . . . . .  27

                                     ARTICLE III

                                    THE SECURITIES . . . . . . . . . . . . .  27

SECTION 3.1.  Amount Unlimited; Issuable in Series . . . . . . . . . . . . .  27
SECTION 3.2.  Denominations. . . . . . . . . . . . . . . . . . . . . . . . .  32
SECTION 3.3.  Execution and Authentication . . . . . . . . . . . . . . . . .  32
SECTION 3.4.  Registrar and Paying Agent . . . . . . . . . . . . . . . . . .  32
SECTION 3.5.  Paying Agent to Hold Assets in Trust . . . . . . . . . . . . .  33
SECTION 3.6.  Securityholder Lists . . . . . . . . . . . . . . . . . . . . .  34
SECTION 3.7.  Transfer and Exchange. . . . . . . . . . . . . . . . . . . . .  35
SECTION 3.8.  Replacement Securities . . . . . . . . . . . . . . . . . . . .  36
SECTION 3.9.  Outstanding Securities . . . . . . . . . . . . . . . . . . . .  37
SECTION 3.10. Treasury Securities. . . . . . . . . . . . . . . . . . . . . .  37
SECTION 3.11. Temporary Securities . . . . . . . . . . . . . . . . . . . . .  37
SECTION 3.12. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . .  38
SECTION 3.13. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . .  38
SECTION 3.14. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . .  39

                                          ii




                                                                            PAGE
                                                                            ----
                                      ARTICLE IV

                                      REDEMPTION . . . . . . . . . . . . . .  39

SECTION 4.1.  Applicability of Article . . . . . . . . . . . . . . . . . . .  39
SECTION 4.2.  Notices to Trustee and Paying Agent. . . . . . . . . . . . . .  39
SECTION 4.3.  Selection of Securities to Be Redeemed . . . . . . . . . . . .  40
SECTION 4.4.  Notice of Redemption . . . . . . . . . . . . . . . . . . . . .  40
SECTION 4.5.  Effect of Notice of Redemption . . . . . . . . . . . . . . . .  41
SECTION 4.6.  Deposit of Redemption Price. . . . . . . . . . . . . . . . . .  42
SECTION 4.7.  Securities Redeemed in Part. . . . . . . . . . . . . . . . . .  42

                                      ARTICLE V

                                      COVENANTS. . . . . . . . . . . . . . .  42

SECTION 5.1.  Payment of Securities. . . . . . . . . . . . . . . . . . . . .  42
SECTION 5.2.  Maintenance of Office or Agency. . . . . . . . . . . . . . . .  43
SECTION 5.3.  Limitation on Restricted Payments. . . . . . . . . . . . . . .  43
SECTION 5.4.  Corporate Existence. . . . . . . . . . . . . . . . . . . . . .  44
SECTION 5.5.  Payment of Taxes and Other Claims. . . . . . . . . . . . . . .  44
SECTION 5.6.  Maintenance of Properties and Insurance. . . . . . . . . . . .  45
SECTION 5.7.  Compliance Certificate; Notice of Default. . . . . . . . . . .  45
SECTION 5.8.  Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
SECTION 5.9.  Limitation on Status as Investment Company . . . . . . . . . .  46
SECTION 5.10. Limitation on Transactions with Affiliates . . . . . . . . . .  46
SECTION 5.11. Limitation on Incurrence of Additional Indebtedness and 
                Disqualified Capital Stock . . . . . . . . . . . . . . . . .  47
SECTION 5.12. Limitations on Dividends and Other Payment Restrictions 
                Affecting Subsidiaries . . . . . . . . . . . . . . . . . . .  47
SECTION 5.13. Limitations on Layering Indebtedness; Liens. . . . . . . . . .  48
SECTION 5.14. Limitation on Sale of Assets and Subsidiary Stock. . . . . . .  48
SECTION 5.15. Limitation on Asset Swaps. . . . . . . . . . . . . . . . . . .  53
SECTION 5.16. Limitation on Lines of Business. . . . . . . . . . . . . . . .  53
SECTION 5.17. Restriction on Sale and Issuance of Subsidiary Stock . . . . .  53
SECTION 5.18. Waiver of Stay, Extension or Usury Laws. . . . . . . . . . . .  54

                                         iii



                                                                            PAGE
                                                                            ----
                                      ARTICLE VI

                                SUCCESSOR CORPORATION. . . . . . . . . . . .  54

SECTION 6.1.   Limitation on Merger, Sale or Consolidation . . . . . . . . .  54
SECTION 6.2.   Successor Corporation Substituted . . . . . . . . . . . . . .  55

                                     ARTICLE VII

                            EVENTS OF DEFAULT AND REMEDIES . . . . . . . . .  55

SECTION 7.1.   Events of Default . . . . . . . . . . . . . . . . . . . . . .  55
SECTION 7.2.   Acceleration of Maturity Date; Rescission and Annulment . . .  56
SECTION 7.3.   Collection of Indebtedness and Suits for Enforcement
                 by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 7.4.   Trustee May File Proofs of Claim . . . . . . . . . . . . . . . 58
SECTION 7.5.   Trustee May Enforce Claims Without Possession of 
                 Securities . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 7.6.   Priorities. . . . . . . . . . . . . . . . . . . . . . . . . .  59
SECTION 7.7.   Limitation on Suits . . . . . . . . . . . . . . . . . . . . .  60
SECTION 7.8.   Unconditional Right of Holders to Receive Principal, Premium 
                 and Interest. . . . . . . . . . . . . . . . . . . . . . . .  61
SECTION 7.9.  Rights and Remedies Cumulative . . . . . . . . . . . . . . . .  61
SECTION 7.10. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . .  61
SECTION 7.11. Control by Holders . . . . . . . . . . . . . . . . . . . . . .  61
SECTION 7.12. Waiver of Past Default . . . . . . . . . . . . . . . . . . . .  62
SECTION 7.13. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . .  62
SECTION 7.14. Restoration of Rights and Remedies . . . . . . . . . . . . . .  63

                                     ARTICLE VIII

                                       TRUSTEE . . . . . . . . . . . . . . .  63

SECTION 8.1.  Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . .  63
SECTION 8.2.  Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 8.3.  Individual Rights of Trustee . . . . . . . . . . . . . . . . .  65
SECTION 8.4.  Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . .  65
SECTION 8.5.  Notice of Default. . . . . . . . . . . . . . . . . . . . . . .  66
SECTION 8.6.  Reports by Trustee to Holders. . . . . . . . . . . . . . . . .  66
SECTION 8.7.  Compensation and Indemnity . . . . . . . . . . . . . . . . . .  66
SECTION 8.8.  Replacement of Trustee . . . . . . . . . . . . . . . . . . . .  67




                                          iv



                                                                            PAGE
                                                                            ----

SECTION 8.9.   Successor Trustee by Merger, Etc. . . . . . . . . . . . . . .  68
SECTION 8.10.  Eligibility; Disqualification . . . . . . . . . . . . . . . .  68
SECTION 8.11.  Preferential Collection of Claims Against the Company . . . .  69

                                      ARTICLE IX

                 DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE . . . .  69

SECTION 9.1.   Discharge; Option to Effect Legal Defeasance or Covenant 
                Defeasance . . . . . . . . . . . . . . . . . . . . . . . . .  69
SECTION 9.2.   Legal Defeasance and Discharge. . . . . . . . . . . . . . . .  69
SECTION 9.3.   Covenant Defeasance . . . . . . . . . . . . . . . . . . . . .  70
SECTION 9.4.   Conditions to Legal or Covenant Defeasance. . . . . . . . . .  70
SECTION 9.5.   Deposited Cash and U.S. Government Obligations to 
                be Held in Trust; Other Miscellaneous Provisions . . . . . .  72
SECTION 9.6.   Repayment to the Company. . . . . . . . . . . . . . . . . . .  72
SECTION 9.7.   Reinstatement . . . . . . . . . . . . . . . . . . . . . . . .  73

                                      ARTICLE X

                         AMENDMENTS, SUPPLEMENTS AND WAIVERS . . . . . . . .  73

SECTION 10.1.  Supplemental Indentures Without Consent of Holders. . . . . .  73
SECTION 10.2.  Amendments, Supplemental Indentures and Waivers 
                with Consent of Holders. . . . . . . . . . . . . . . . . . .  74
SECTION 10.3.  Compliance with TIA . . . . . . . . . . . . . . . . . . . . .  76
SECTION 10.4.  Revocation and Effect of Consents . . . . . . . . . . . . . .  76
SECTION 10.5.  Notation on or Exchange of Securities . . . . . . . . . . . .  77
SECTION 10.6.  Trustee to Sign Amendments, Etc.. . . . . . . . . . . . . . .  77

                                     ARTICLE XI 

                             RIGHT TO REQUIRE REPURCHASE . . . . . . . . . .  77

SECTION 11.1.  Repurchase of Securities at Option of the Holder Upon 
                a Change of Control. . . . . . . . . . . . . . . . . . . . .  77


                                          v


                                                                            PAGE
                                                                            ----
                                     ARTICLE XII

                                      GUARANTEE. . . . . . . . . . . . . . .  80

SECTION 12.1.  Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . .  80
SECTION 12.2.  Execution and Delivery of Guarantee . . . . . . . . . . . . .  82
SECTION 12.3.  Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . .  82
SECTION 12.4.  Guarantor May Consolidate, Etc., on Certain Terms . . . . . .  82
SECTION 12.5.  Release of Guarantors . . . . . . . . . . . . . . . . . . . .  83
SECTION 12.6.  Certain Bankruptcy Events . . . . . . . . . . . . . . . . . .  84

                                     ARTICLE XIII

                                      CONVERSION . . . . . . . . . . . . . .  84

SECTION 13.1.  Applicability; Conversion Privilege . . . . . . . . . . . . .  84
SECTION 13.2.  Conversion Procedure; Conversion Price; No Fractional Shares.  85
SECTION 13.3.  Adjustment of Conversion Price. . . . . . . . . . . . . . . .  86
SECTION 13.4.  Consolidation or Merger of the Parent Guarantor . . . . . . .  89
SECTION 13.5.  Notice of Adjustment. . . . . . . . . . . . . . . . . . . . .  90
SECTION 13.6.  Notice in Certain Events. . . . . . . . . . . . . . . . . . .  90
SECTION 13.7.  Parent Guarantor to Reserve Stock; Registration; Listing. . .  91
SECTION 13.8.  Taxes on Conversion . . . . . . . . . . . . . . . . . . . . .  92
SECTION 13.9.  Conversion after Record Date. . . . . . . . . . . . . . . . .  92
SECTION 13.10. Company and Parent Guarantor Determination Final. . . . . . .  92
SECTION 13.11. Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . .  92

                                     ARTICLE XIV

                                    MISCELLANEOUS. . . . . . . . . . . . . .  93

SECTION 14.1.  TIA Controls. . . . . . . . . . . . . . . . . . . . . . . . .  93
SECTION 14.2.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
SECTION 14.3.  Communications by Holders with Other Holders. . . . . . . . .  94
SECTION 14.4.  Certificate and Opinion as to Conditions Precedent. . . . . .  94
SECTION 14.5.  Statements Required in Certificate or Opinion . . . . . . . .  94
SECTION 14.6.  Rules by Trustee, Paying Agent, Registrar . . . . . . . . . .  95
SECTION 14.7.  Non-Business Days . . . . . . . . . . . . . . . . . . . . . .  95
SECTION 14.8.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .  95
SECTION 14.9.  No Adverse Interpretation of Other Agreements . . . . . . . .  96
SECTION 14.10. No Recourse against Others. . . . . . . . . . . . . . . . . .  96


                                          vi


                                                                            PAGE
                                                                            ----

SECTION 14.11. Successors. . . . . . . . . . . . . . . . . . . . . . . . . .  96
SECTION 14.12. Duplicate Originals . . . . . . . . . . . . . . . . . . . . .  96
SECTION 14.13. Severability. . . . . . . . . . . . . . . . . . . . . . . . .  96
SECTION 14.14. Table of Contents, Headings, Etc. . . . . . . . . . . . . . .  96

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
   
Annex I - SELECTED DEFINITIONS AND SECTIONS
            FROM THE 1994 9 3/4% NOTE INDENTURE. . . . . . . . . . . . . . A - 1
    

                                         vii



         INDENTURE, dated as of ___________, 199_, by and among Jacor
Communications Company, a Florida corporation (the "Company"), Jacor
Communications, Inc., a Delaware corporation (the "Parent Guarantor"), the
Subsidiary Guarantors (as defined herein) and ____________________, a
________________ corporation, as trustee (the "Trustee").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of debentures, notes,
bonds, or other evidences of indebtedness (the "Securities"), to be issued in
one or more series, as provided in this Indenture.

         The Company is a direct wholly-owned subsidiary of the Parent
Guarantor and each of the Subsidiary Guarantors initially a party hereto is a
direct or indirect wholly-owned subsidiary of the Company.  The Parent Guarantor
and the Subsidiary Guarantors will derive direct and indirect benefit from the
issuance of the Securities; accordingly, the Parent Guarantor and the Subsidiary
Guarantors have authorized the guarantee of the Company's obligations under this
Indenture and the Securities, and to provide therefor the Parent Guarantor and
the Subsidiary Guarantors have duly authorized the execution and delivery of
this Indenture.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

         All things necessary to make this Indenture a valid agreement of the
Company, the Parent Guarantor, and each of the Subsidiary Guarantors initially a
party hereto, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities (together with the related Parent Guarantee and Subsidiary
Guarantees) by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of a series thereof
(together with the related Parent Guarantee and Subsidiary Guarantees), as
follows:

                                    ARTICLE I

                      DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1.  DEFINITIONS.

         "ACCEPTANCE AMOUNT" shall have the meaning specified in Section 5.14.

         "ACQUIRED INDEBTEDNESS" means Indebtedness or Disqualified Capital
Stock of any person existing at the time such person becomes a Subsidiary of the
Company, including by designation, or is merged or consolidated into or with
either of the Company or one of its 




Subsidiaries; provided, that such Indebtedness was not incurred in anticipation
of, or in connection with, and was outstanding prior to such person becoming a
Subsidiary of the Company.

         "ACQUISITION" means the purchase or other acquisition of any person or
substantially all the assets of any person by any other person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.

         "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.  For
purposes of this definition, the term "control" means the power to direct the
management and policies of a person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise, PROVIDED, that, a Beneficial Owner of 10% or more of the total
voting power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to constitute
control.

         "AFFILIATE TRANSACTION" shall have the meaning specified in Section
5.10.

         "AGENT" means any authenticating agent, Registrar, Paying Agent or
transfer agent.

         "ASSET SALE" shall have the meaning specified in Section 5.14.

         "ASSET SALE DATE" shall have the meaning specified in Section 5.14.

         "ASSET SALE OFFER" shall have the meaning specified in Section 5.14.

         "ASSET SALE OFFER AMOUNT" shall have the meaning specified in Section
5.14.

         "ASSET SALE OFFER PERIOD" shall have the meaning specified in Section
5.14.

         "ASSET SALE OFFER PRICE" shall have the meaning specified in Section
5.14.

         "ASSET SWAP" means the execution of a definitive agreement, subject
only to regulatory approval and other customary closing conditions, that the
Company in good faith believes will be satisfied, for a substantially concurrent
purchase and sale, or exchange, of Productive Assets between the Company or any
of its Subsidiaries and another person or group of affiliated persons; provided
that any amendment to or waiver of any closing condition which individually or
in the aggregate is material to the Asset Swap shall be deemed to be a new Asset
Swap.

         "AVERAGE LIFE" means, as of the date of determination, with respect to
any security or instrument, the quotient obtained by dividing (i) the sum of (a)
the product of the number of years from the date of determination to the date or
dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (ii) the sum of all such principal (or redemption)
payments.


                                        2



         "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar Federal,
state or foreign law for the relief of debtors.

         "BEARER SECURITY" means any Security, in the form established pursuant
to Section 3.1, which is payable to bearer.

         "BENEFICIAL OWNER" or "BENEFICIAL OWNER" for purposes of the
definition of Change of Control has the meaning attributed to it in Rules 13d-3
and 13d-5 under the Exchange Act (as in effect on the Issue Date) whether or not
applicable, except that a "person" shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time.

         "BOARD OF DIRECTORS" means, with respect to any person, the Board of
Directors of such person or any committee of the Board of Directors of such
person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such person.

         "BOARD RESOLUTION" means, with respect to any person, a duly adopted
resolution of the Board of Directors of such or the executive committee of such
Board of Directors of such person.

         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

         "CAPITAL STOCK" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.

         "CAPITAL LEASE" means a lease, the payments on which would be
capitalized for financial reporting purposes in accordance with GAAP.

         "CAPITALIZED LEASE OBLIGATIONS" means rental obligations under a lease
that are required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligations shall be the capitalized amount of such obligations, as determined
in accordance with GAAP.

         "CASH" or "CASH" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

         "CASH EQUIVALENT" means (i) securities issued directly or fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) or (ii) time deposits and
certificates of deposit with, and commercial paper issued by the parent
corporation of, any domestic 


                                        3



commercial bank of recognized standing having capital and surplus in excess of
$500.0 million  and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition.

         "CITICO" means Citicasters Co., an Ohio corporation and a wholly owned
subsidiary of the Company.

         "CHANGE OF CONTROL" means any transaction or series of transactions in
which any of the following occurs:

         (a)  prior to a 1994 9 3/4% Note Event,

              (i) any person or group (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
Sections 13(d) and 14(d) of the Exchange Act), other than Zell/Chilmark Fund
L.P. or any of its Affiliates, becomes the direct or indirect "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act) of (A) greater than 50% of the
total voting power (on a fully diluted basis as if all convertible securities
had been converted) entitled to vote in the election of directors of the Company
or CitiCo, or the surviving person (if other than the Company), or (B) greater
than 20% of the total voting power (on a fully diluted basis as if all
convertible securities had been converted) entitled to vote in the election of
directors of the Company or CitiCo, or the surviving person (if other than the
Company), and such person or group has the ability to elect, directly or
indirectly, a majority of the members of the Board of Directors of the Company;
or

              (ii)  the Company or CitiCo consolidates with or merges into
another person, another person consolidates with or merges into the Company or
CitiCo, the Company or CitiCo issues shares of its Capital Stock or all or
substantially all of the assets of the Company or CitiCo are sold, assigned,
conveyed, transferred, leased or otherwise disposed of to any person as an
entirety or substantially as an entirety in one transaction or a series of
related transactions and the effect of such consolidation, merger, issuance or
sale is as described in clause (i) above.  Notwithstanding the foregoing, no
Change of Control shall be deemed to have occurred by virtue of (I) the Company
or any of its employee benefit or stock plans filing (or being required to file
after the lapse of time) a Schedule 13D or 14D-1 (or any successor or similar
schedule, form or report under the Exchange Act) or (II) the purchase by one or
more underwriters of Capital Stock of the Company in connection with a Public
Offering; and,

         (b)  upon or following a 1994 9 3/4% Note Event, 

              (i)  any merger or consolidation of the Company with or into any
person or any sale, transfer or other conveyance, whether direct or indirect, of
all or substantially all of any of the assets of the Company, on a consolidated
basis, in one transaction or a series of related transactions, if, immediately
after giving effect to such transaction(s), any "person" or "group" (as such


                                        4



terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act,
whether or not applicable) (other than an Excluded Person) is or becomes the
"beneficial owner," directly or indirectly, of more than 50% of the total voting
power in the aggregate normally entitled to vote in election of directors,
managers, or trustees, as applicable, of the transferee(s) or surviving entity
or entities,

              (ii)  any "person" or "group" (as such terms are used for
purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not
applicable) (other than an Excluded Person) is or becomes the "beneficial
owner," directly or indirectly, of more than 50% of the total voting power in
the aggregate of all classes of Capital Stock of the Company then outstanding
normally entitled to vote in elections of directors, or

              (iii)  during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of the Company (together with any new directors whose
election by such Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then in
office.

         "CHANGE OF CONTROL OFFER" shall have the meaning specified in Section
11.1.

         "CHANGE OF CONTROL OFFER PERIOD" shall have the meaning specified in
Section 11.1.

         "CHANGE OF CONTROL PURCHASE DATE" shall have the meaning specified in
Section 11.1.

         "CHANGE OF CONTROL PURCHASE PRICE" shall have the meaning specified in
Section 11.1.

         "CHANGE OF CONTROL PUT DATE" shall have the meaning specified in
Section 11.1.

         "CITICASTERS" means Citicasters Inc., a Florida corporation and
predecessor to the Company.

         "CITICASTERS ASSET SALE REPURCHASE AMOUNT" shall have the meaning set
forth in Annex I hereto.

         "CLOSING PRICE" means the last reported sale price of the Jacor Common
Stock or Jacor Preferred Stock, as applicable, on the Nasdaq National Market or
other exchange upon which Jacor Common Stock or Jacor Preferred Stock, as
applicable, is then listed or admitted to trading or, in case no such sale takes
place on such day, the average of the closing bid and asked prices on the
applicable market or exchange.

         "CODE" means the Internal Revenue Code of 1986, as amended.


                                        5



         "COMMISSION" means the SEC.

         "COMPANY" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.  The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

         "CONSOLIDATED" or "CONSOLIDATED" means determined on a consolidated
basis in accordance with GAAP.

         "CONSOLIDATED EBITDA" means, with respect to any person, for any
period, the Consolidated Net Income of such person for such period adjusted to
add thereto (to the extent deducted from net revenues in determining
Consolidated Net Income), without duplication, the sum of (i) Consolidated
income tax expense, (ii) Consolidated depreciation and amortization expense,
provided that consolidated depreciation and amortization of a Subsidiary that is
a less than wholly owned Subsidiary shall only be added to the extent of the
equity interest of the Company in such Subsidiary, (iii) other noncash charges
(including amortization of goodwill and other intangibles), (iv) Consolidated
Fixed Charges, and less the amount of all cash payments made by such person or
any of its Subsidiaries during such period to the extent such payments relate to
non-cash charges that were added back in determining Consolidated EBITDA for
such period or any prior period.

         "CONSOLIDATED FIXED CHARGES" of any person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such person and its
Consolidated Subsidiaries during such period, including (i) original issue
discount and non-cash interest payments or accruals on any Indebtedness, (ii)
the interest portion of all deferred payment obligations, and (iii) all
commissions, discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any of its Consolidated Subsidiaries in respect of Preferred Stock (other than
by Subsidiaries of such person to such person or such person's wholly owned
Subsidiaries).  For purposes of this definition, (x) interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP and (y) interest expense
attributable to any Indebtedness represented by the guarantee by such person or
a Subsidiary of such person of an obligation of another person shall be deemed
to be the interest expense attributable to the Indebtedness guaranteed.

         "CONSOLIDATED NET INCOME" means, with respect to any person for any
period, the net income (or loss) of such person and its Consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
such period, adjusted to exclude (only to the extent included in computing such
net income (or loss) and without duplication): (a) all gains or losses which are


                                        6



either noncash or extraordinary (as determined in accordance with GAAP) or are
either unusual or nonrecurring (including any gain from the sale or other
disposition of assets outside the ordinary course of business or from the
issuance or sale of any capital stock), (b) the net income, if positive, of any
person, other than a wholly owned Consolidated Subsidiary, in which such person
or any of its Consolidated Subsidiaries has an interest, except to the extent of
the amount of any dividends or distributions actually paid in cash to such
person or a wholly owned Consolidated Subsidiary of such person during such
period, but in any case not in excess of such person's PRO RATA share of such
person's net income for such period, (c) the net income or loss of any person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition, (d) the net income, if positive, of any of such person's
Consolidated Subsidiaries to the extent that the declaration or payment of
dividends or similar distributions is not at the time permitted by operation of
the terms of its charter or bylaws or any other agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Consolidated Subsidiary.

         "CONSOLIDATED SUBSIDIARY" means, for any person, each Subsidiary of
such person (whether now existing or hereafter created or acquired) the
financial statements of which are consolidated for financial statement reporting
purposes with the financial statements of such person in accordance with GAAP.

         "CONVERSION AGENT" means any Person authorized by the Company to
receive Securities to be converted into Jacor Common Stock or Jacor Preferred
Stock on behalf of the Company and the Parent Guarantor.  The Company and the
Parent Guarantor initially authorize the Trustee to act as Conversion Agent for
the Securities on their behalf.  The Company and the Parent Guarantor may at any
time or from time to time authorize one or more Persons to act as Conversion
Agent in addition to or in place of the Trustee with respect to any series of
Securities issued under this Indenture.

         "CONVERSION PRICE" means, with respect to any series of Securities
which are convertible into Jacor Common Stock or Jacor Preferred Stock, the
price per share of Jacor Common Stock or Jacor Preferred Stock at which the
Securities of such series are so convertible pursuant to Section 3.1 with
respect to such series, as the same may be adjusted from time to time in
accordance with Section 13.3.

         "COVENANT DEFEASANCE" shall have the meaning specified in Section 9.3.

         "CREDIT FACILITY" means the Credit Agreement dated as of June 12, 1996
by and among Chemical Bank, as Administrative Agent, Banque Paribas, as
Documentation Agent, and Bank of America, Illinois, as Syndication Agent,
certain financial institutions from time to time party thereto, including any
related notes, guarantees, collateral documents, instruments, letters of credit,
reimbursement obligations and other agreements executed by or binding on the
Company, any of its Subsidiaries and/or the Parent Guarantor (or any successors
or assigns) in connection therewith (collectively, the "Related Documents"), as
such Credit Agreement and/or Related Documents may be amended, restated,
supplemented, renewed, replaced or otherwise modified from time to time 


                                        7



whether or not with the same agent, trustee, representative lenders or holders,
and, subject to the proviso to the next succeeding sentence, irrespective of any
changes in the terms and conditions thereof. Without limiting the generality of
the foregoing, the term "Credit Facility" shall include agreements in respect of
Interest Swap and Hedging Obligations with lenders (or affiliates thereof) party
to the Credit Facility and shall also include any amendment, amendment and
restatement, renewal, extension, restructuring, supplement or modification in
whole or in part to any Credit Facility and all refundings, refinancings and
replacements in whole or in part of any Credit Facility, including, without
limitation, any agreement or agreements (i) extending the maturity of any
Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
deleting borrowers or guarantors thereunder, (iii) increasing the amount of
Indebtedness incurred thereunder or available to be borrowed thereunder,
provided that on the date such Indebtedness is incurred it would be permitted by
paragraph (f) under the definition of Permitted Indebtedness, or (iv) otherwise
altering the terms and conditions thereof. 

         "CURRENT MARKET PRICE" on any date means the average of the daily
Closing Prices per share of Jacor Common Stock or Jacor Preferred Stock, as
applicable, for any thirty (30)  consecutive Trading Days selected by the
Company prior to the date in question, which thirty (30) consecutive Trading Day
period shall not commence more than forty-five (45) Trading Days prior to the
day in question; PROVIDED that with respect to Section 13.3(3), the "Current
Market Price" of the Jacor Common Stock or Jacor Preferred Stock, as applicable,
shall mean the average of the daily Closing Prices per share of Jacor Common
Stock or Jacor Preferred Stock, as applicable, for the five (5) consecutive
Trading Days ending on the date of the distribution referred to in Section
13.3(3) (or if such date is not a Trading Day, on the Trading Day immediately
preceding such date).

         "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "DEFAULT" means any event or condition that is, or after notice or
passage of time or both would be, an Event of Default.

         "DEFAULTED INTEREST" shall have the meaning specified in Section 3.13.

         "DEPOSITARY" means, with respect to the Securities issuable or issued
in whole or in part in global form, the person specified in Section 3.4 as the
Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

         "DISCOUNT SECURITIES" means any Securities which is issued with
"original issue discount" within the meaning of Section 1273(a) of the Code (or
any successor provision) and the regulations thereunder.

         "DISQUALIFIED CAPITAL STOCK" means (a) except as set forth in (b),
with respect to any person, Equity Interests of such person that, by its terms
or by the terms of any security into which 


                                        8



it is convertible, exercisable or exchangeable, is, or upon the happening of an
event or the passage of time would be, required to be redeemed or repurchased
(including at the option of the holder thereof) by such person or any of its
Subsidiaries, in whole or in part, on or prior to the Stated Maturity of the
Securities, and (b) with respect to any Subsidiary of such person (including
with respect to any Subsidiary of the Company), any Equity Interests other than
any common equity with no preference, privileges, or redemption or repayment
provisions. 

         "EQUITY INTEREST" of any person means any shares, interests,
participations or other equivalents (however designated) in such person's
equity, and shall in any event include any Capital Stock issued by, or
partnership interests in, such person.

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

         "EVENT OF DEFAULT" shall have the meaning specified in Section 7.1.

         "EVENT OF LOSS" means, with respect to any property or asset, any (i)
loss, destruction or damage of such property or asset or (ii) any condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, of
such property or asset, or confiscation or requisition of the use of such
property or asset.

         "EXCESS PROCEEDS" shall have the meaning specified in Section 5.14.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "EXCLUDED PERSON" means Zell/Chilmark Fund L.P. and all Related
Persons of such person.

         "EXEMPTED AFFILIATE TRANSACTION" means (a) customary employee
compensation arrangements approved by a majority of independent (as to such
transactions) members of the Board of Directors of the Company, (b) dividends
permitted under Section 5.3 of this Indenture payable, in form and amount, on a
PRO RATA basis to all holders of Jacor Common Stock, (c) transactions solely
between the Company and any of its Wholly owned Subsidiaries or solely among
Wholly owned Subsidiaries of the Company, and (d) payments to Zell/Chilmark Fund
L.P or its Affiliates for reasonable and customary fees and expenses for
financial advisory and investment banking services provided to the Parent
Guarantor and the Company, and (e) payments to the Parent Guarantor made in
accordance with the Tax Sharing Agreement.

         "EXISTING ASSETS" means assets of the Company existing at the Issue
Date (other than cash, Cash Equivalents or inventory held for resale in the
ordinary course of business) and including proceeds of any sale of such assets
and assets acquired in whole or in part with proceeds from the sale from any
such assets.


                                        9



         "EXISTING INDEBTEDNESS" means, with respect to the Company,
Indebtedness existing or outstanding at the Issue Date.

         "FAIR MARKET VALUE" or "FAIR MARKET VALUE" means, with respect to any
assets or properties, the amount at which such assets or properties would change
hands between a willing buyer and a willing seller, within a commercially
reasonable time, each having reasonable knowledge of the relevant facts, neither
being under a compulsion to sell or buy, as such amount is determined by (i) the
Board of Directors of either of the Company acting in good faith or (ii) an
appraisal or valuation firm of national or regional standing selected by the
Company, with experience in the appraisal or valuation of properties or assets
of the type for which Fair Market Value is being determined.

         "FINAL PUT DATE" shall have the meaning specified in Section 5.14.

         "FUTURE SUBSIDIARY GUARANTOR" shall have the meaning specified in
Section 12.3.

         "GAAP" means United States generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession as in effect on the Issue Date unless otherwise specified.

         "GLOBAL SECURITY" means a Bearer Security or Registered Security
evidencing all or part of a series of Securities, including, without limitation,
any temporary or permanent Global Security.

         "GUARANTEE" shall have the meaning provided in Section 12.1.

         "GUARANTOR" means (i) the Parent Guarantor identified in the following
sentence and (ii) any Subsidiary Guarantors that are or become Guarantors
pursuant to the terms of this Indenture, but excluding any Persons whose
guarantees have been released pursuant to the terms of this Indenture.  The
Parent Guarantor is Jacor Communications, Inc., a Delaware corporation.

         "HOLDER" or "SECURITYHOLDER" means the person in whose name a Security
is registered on the Registrar's books.

         "INCUR" or "INCUR" shall have the meaning specified in Section 5.11.

         "INCURRENCE DATE" shall have the meaning specified in Section 5.11.

         "INDEBTEDNESS" of any person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of such any person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion 


                                       10



thereof), (ii) evidenced by bonds, notes, debentures or similar instruments,
(iii) representing the balance deferred and unpaid of the purchase price of any
property or services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade creditors,
(iv) evidenced by bankers' acceptances or similar instruments issued or accepted
by banks, (v) relating to any Capitalized Lease Obligation, or (vi) evidenced by
a letter of credit or a reimbursement obligation of such person with respect to
any letter of credit; (b) all net obligations of such person under Interest Swap
and Hedging Obligations; (c) all liabilities and obligations of others of the
kind described in the preceding clause (a) or (b) that such person has
guaranteed or that is otherwise its legal liability or which are secured by any
assets or property of such person and all obligations to purchase, redeem or
acquire any Equity Interests; and (d) all Disqualified Capital Stock of such
person (valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends). For purposes hereof, the
"maximum fixed repurchase price" of any Disqualified Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock
were purchased on any date on which Indebtedness shall be required to be
determined pursuant to the Indenture, and if such price is based upon, or
measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair
Market Value to be determined in good faith by the board of directors of the
issuer (or managing general partner of the issuer) of such Disqualified Capital
Stock. 

         "INDENTURE" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

         "INTEREST PAYMENT DATE" means the stated due date of an installment of
interest on the Securities.

         "INTEREST SWAP AND HEDGING OBLIGATION" means any obligation of any
person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values, including,
without limitation, any arrangement whereby, directly or indirectly, such person
is entitled to receive from time to time periodic payments calculated by
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount.

         "INVESTMENT" by any person in any other person means (without
duplication) (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities, including any options or warrants, of
such other person or any agreement to make any such acquisition; (b) the making
by such person of any deposit with, or advance, loan or other extension of
credit to, such other person (including the purchase of property from another
person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such other person) or any commitment to make any such
advance, loan or 


                                       11



extension (but excluding accounts receivable or deposits arising in the ordinary
course of business); (c) other than guarantees of Indebtedness of the Company or
any Guarantors to the extent permitted by the covenant "Limitation on Incurrence
of Additional Indebtedness and Disqualified Capital Stock" or the definition of
Permitted Indebtedness, the entering into by such person of any guarantee of, or
other credit support or contingent obligation with respect to, Indebtedness or
other liability of such other person (other than the endorsement of instruments
for deposit or collection in the ordinary course of business); and (d) the
making of any capital contribution by such person to such other person.

         "ISSUE DATE" means the date of first issuance of the Securities under
this Indenture.

         "JACOR COMMON STOCK" means shares of the Parent Guarantor's common
stock, par value $.01 per share.

         "JACOR PREFERRED STOCK" means shares of the Parent Guarantor's
preferred stock, par value $.01 per share.

         "JUNIOR SECURITY" means any Qualified Capital Stock and any
Indebtedness of the Company or a Guarantor, as applicable, that is subordinated
in right of payment to Senior Debt at least to the same extent as the Securities
or the Guarantees, as applicable, and has no scheduled installment of principal
due, by redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Securities; provided, that in the case of subordination in
respect of Senior Debt under the Credit Facility or other then-existing credit
facilities of the Company, "Junior Security" shall mean any Qualified Capital
Stock and any Indebtedness of the Company or the Guarantors, as applicable, that
(i) has a final maturity date occurring after the final maturity date of, all
Senior Debt outstanding under the Credit Facility or other then-existing credit
facilities of the Company on the date of issuance of such Qualified Capital
Stock or Indebtedness, (ii) is unsecured, (iii) has an Average Life longer than
the security for which such Qualified Capital Stock or Indebtedness is being
exchanged, and (iv) by their terms or by law are subordinated to Senior Debt
outstanding under the Credit Facility or other then-existing credit facilities
of the Company on the date of issuance of such Qualified Capital Stock or
Indebtedness at least to the same extent as the Securities.

         "LEGAL DEFEASANCE" shall have the meaning specified in Section 9.2.

         "LEVERAGE RATIO" of any person on any date of determination (the
"Transaction Date") means the ratio, on a PRO FORMA basis, of (a) the sum of the
aggregate outstanding amount of Indebtedness and Disqualified Capital Stock of
such person and its Subsidiaries as of the date of calculation on a consolidated
basis in accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA
of such person attributable to continuing operations and business (exclusive of
amounts attributable to operations and businesses permanently discontinued or
disposed of) for the Reference Period; PROVIDED, that for purposes of such
calculation, (i) Acquisitions which occurred during the Reference Period or
subsequent to the Reference Period and on or prior to the 


                                       12



Transaction Date shall be assumed to have occurred on the first day of the
Reference Period, (ii) transactions giving rise to the need to calculate the
Leverage Ratio shall be assumed to have occurred on the first day of the
Reference Period, (iii) the incurrence of any Indebtedness or issuance of any
Disqualified Capital Stock during the Reference Period or subsequent to the
Reference Period and on or prior to the Transaction Date (and the application of
the proceeds therefrom to the extent used to refinance or retire other
Indebtedness) shall be assumed to have occurred on the first day of such
Reference Period, and (iv) the Consolidated Fixed Charges of such person
attributable to interest on any Indebtedness or dividends on any Disqualified
Capital Stock bearing a floating interest (or dividend) rate shall be computed
on a PRO FORMA basis as if the average rate in effect from the beginning of the
Reference Period to the Transaction Date had been the applicable rate for the
entire period, unless such person or any of its Subsidiaries is a party to an
Interest Swap or Hedging Obligation (which shall remain in effect for the
12-month period immediately following the Transaction Date) that has the effect
of fixing the interest rate on the date of computation, in which case such rate
(whether higher or lower) shall be used.

         "LIEN" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

         "MATURITY DATE" means, when used with respect to the Securities, the
date specified on such Security as the fixed date on which the final installment
of principal of such Security is due and payable (in the absence of any
acceleration thereof pursuant to the provisions of the Indenture regarding
acceleration of Indebtedness or any Change of Control Offer or Asset Sale
Offer).

         "NET CASH PROCEEDS" means the aggregate amount of cash or Cash
Equivalents received by the Company in the case of a sale of Qualified Capital
Stock and by the Company and its Subsidiaries in respect of an Asset Sale or an
Event of Loss plus, in the case of an issuance of Qualified Capital Stock of the
Company upon any exercise, exchange or conversion of securities (including
options, warrants, rights and convertible or exchangeable debt) of the Company
that were issued for cash on or after the Issue Date, the amount of cash
originally received by the Company upon the issuance of such securities
(including options, warrants, rights and convertible or exchangeable debt) less,
in each case, the sum of all payments, fees, commissions and (in the case of
Asset Sales, reasonable and customary), expenses (including, without limitation,
the fees and expenses of legal counsel and investment banking fees and expenses)
incurred in connection with such Asset Sale, Event of Loss or sale of Qualified
Capital Stock, and, in the case of an Asset Sale only, less an amount (estimated
reasonably and in good faith by the Company or the amount actually incurred, if
greater) of income, franchise, sales and other applicable taxes required to be
paid by the Company or any of its Subsidiaries in connection with such Asset
Sale.

         "1994 9 3/4% NOTE INDENTURE" means the indenture which governs the
terms and provisions of the 1994 9 3/4% Notes, as amended or supplemented from
time to time in accordance with the terms thereof.


                                       13



         "1994 9 3/4% NOTES" means the 9 3/4% Senior Subordinated Notes due
February 15, 2004 issued by Citicasters pursuant to an indenture dated as of
February 18, 1994 between Great American Communications Company, a Florida
corporation (and predecessor to Citicasters), and Shawmut Bank Connecticut,
National Association as trustee; as amended by the First Supplemental Indenture
dated as of August 22, 1994 between Citicasters and Shawmut Bank Connecticut,
National Association as trustee; as amended by the Second Supplemental Indenture
dated as of June 6, 1996 between Citicasters and Fleet National Bank (formerly
Shawmut Bank Connecticut, National Association) as Trustee.

         "1994 9 3/4% NOTE ASSET SALE OFFER" means an offer to purchase the 1994
9 3/4% Notes in accordance with the procedures set forth in Annex I hereto.

         "1994 9 3/4% NOTE EVENT" means (x) the maturity of the 1994 9 3/4%
Notes, (y) the date upon which defeasance of the 1994 9 3/4% Notes becomes
effective or (z) the date on which there are no longer any 1994 9 3/4% Notes
outstanding under the terms of the governing indenture.

         "1996 9 3/4% NOTES" means the 9 3/4% Senior Subordinated Notes due
December 15, 2006 issued by the Company pursuant to an indenture dated as of
December 17, 1996 between the Company, the Parent Guarantor, the Subsidiary
Guarantors, and The Bank of New York, as Trustee.

         "1996 10 1/8% NOTES" means the 10 1/8% Senior Subordinated Notes due
June 15, 2006 issued by JCAC, Inc. (predecessor to the Company) pursuant to an
Indenture dated as of June 12, 1996 between JCAC, Inc., Jacor Communications,
Inc., as Initial Guarantor and First Trust of Illinois, National Association, as
Trustee.

         "NON-GUARANTOR SUBSIDIARY" means any Subsidiary that is not a
Guarantor.

         "NOTICE OF DEFAULT" shall have the meaning specified in Section
7.1(3).

         "OBLIGATION" means any principal, premium or interest payment, or
monetary penalty, or damages, due by the Company or any Guarantor under the
terms of the Securities or the Indenture.

         "OFFICER" means, with respect to the Company or the Guarantors, the
Chief Executive Officer, the President, any Senior Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary of the
Company or Guarantor (as applicable).

         "OFFICERS' CERTIFICATE" means, with respect to the Company or the
Guarantors, a certificate signed by two Officers or by an Officer and an
Assistant Secretary of the Company or the Guarantors (as applicable) and
otherwise complying with the requirements of Sections 14.4 and 14.5 and
delivered to the Trustee or an Agent, as applicable.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee (which may include counsel to the Trustee
or the Company including an 


                                       14



employee of the Company) or an Agent, as applicable, complying with the
requirements of Sections 14.4 and 14.5, and delivered to the Trustee or an
Agent, as applicable.

         "OUTSTANDING" as used with reference to the Securities shall have the
meaning specified in Section 3.9 hereof.

         "PARENT" or "PARENT" of any person means a corporation which at the
date of determination owns, directly or indirectly, a majority of the Voting
Stock of such person or of a Parent of such person.

         "PARENT GUARANTEE" means the guarantee of the Securities by the Parent
Guarantor.

         "PARENT GUARANTOR" means Jacor Communications, Inc., a Delaware
corporation.

         "PAYING AGENT" has the meaning specified in Section 3.4.

         "PERMITTED INDEBTEDNESS" means any of the following:

              (a)  the Company and its Subsidiaries may incur Indebtedness
solely in respect of bankers acceptances, letters of credit and performance
bonds (to the extent that such incurrence does not result in the incurrence of
any obligation to repay any obligation relating to borrowed money of others),
all in the ordinary course of business in accordance with customary industry
practices, in amounts and for the purposes customary in the Company's industry;
provided, that the aggregate principal amount outstanding of such Indebtedness
(including any Indebtedness issued to refinance, refund or replace such
Indebtedness) shall at no time exceed $5.0 million;

              (b)  the Company may incur Indebtedness to any Wholly owned
Subsidiary Guarantor, and any Wholly owned Subsidiary Guarantor may incur
Indebtedness to any other Wholly owned Subsidiary Guarantor or to the Company;
provided, that in the case of Indebtedness of the Company, such obligations
shall be unsecured and subordinated in all respects to the Company's obligations
pursuant to the Securities and the date of any event that causes such Subsidiary
Guarantor to no longer be a Wholly owned Subsidiary shall be an Incurrence Date;

              (c)  the Company and the Guarantors may incur Indebtedness
evidenced by the Securities and the Guarantees and represented by the Indenture
up to the amounts specified therein as of the date hereof;

              (d)  the Company and the Guarantors, as applicable, may incur
Refinancing Indebtedness with respect to any Indebtedness or Disqualified
Capital Stock, as applicable, which Indebtedness was incurred pursuant to the
Leverage Ratio in Section 5.11 hereof or clause (c) of this definition;


                                       15



              (e)  the Company and its Subsidiaries may incur Indebtedness in
an aggregate amount outstanding at any time (including any Indebtedness issued
to refinance, replace, or refund such Indebtedness) of up to $5.0 million;

              (f)  the Company and the Guarantors may incur Indebtedness
incurred pursuant to the Credit Facility or other then-existing credit
facilities of the Company up to an aggregate principal amount outstanding
(including any Indebtedness issued to refinance, refund or replace such
Indebtedness in whole or in part) at any time of the maximum borrowing amount
permitted by the Credit Facility or other then-existing credit facilities of the
Company, plus accrued interest and additional expense and reimbursement
obligations with respect thereto and such additional amounts as may be deemed to
be outstanding in the form of Interest Swap and Hedging Obligations with lenders
(or affiliates thereof) party to the Credit Facility or other then-existing
credit facilities of the Company, minus the amount of any such Indebtedness
retired with Net Cash Proceeds from any Asset Sale;

              (g)  the Company and the Guarantors may incur Indebtedness under
Interest Swap and Hedging Obligations that do not increase the Indebtedness of
the Company other than as a result of fluctuations in interest or foreign
currency exchange rates provided that such Interest Swap and Hedging Obligations
are incurred for the purpose of providing interest rate protection with respect
to Indebtedness permitted under the Indenture or to provide currency exchange
protection in connection with revenues generated in currencies other than U.S.
dollars;

              (h)  Subsidiaries may incur Acquired Indebtedness if the Company
at the time of such incurrence could incur such Indebtedness pursuant to the
Leverage Ratio in Section 5.11; and

              (i)  the Company and its Subsidiaries may incur Indebtedness
existing on the Issue Date.

         "PERMITTED INVESTMENT" means:

              (a)  Investments in any of the Securities;

              (b)  Cash Equivalents;

              (c)  intercompany loans to the extent permitted under clause (b)
of the definition of "Permitted Indebtedness" and intercompany security
agreements relating thereto;

              (d)  loans, advances or investments in existence on the Issue
Date;

              (e)  Investments in a person substantially all of whose assets
are of a type generally used in a Related Business (an "Acquired Person") if, as
a result of such Investments, (i) the Acquired Person immediately thereupon is
or becomes a Subsidiary of the Company, or (ii) the 


                                       16



Acquired Person immediately thereupon either (1) is merged or consolidated with
or into the Company or any of its Subsidiaries and the surviving person is the
Company or a Subsidiary of the Company or (2) transfers or conveys all or
substantially all of its assets, or is liquidated into, the Company or any of
its Subsidiaries;

              (f)  Investments in a person with whom the Company or any of its
Subsidiaries have entered into, (i) local market agreements or time brokerage
agreements pursuant to which the Company or any one of its Subsidiaries programs
substantial portions of the broadcast day on such person's radio broadcast
station(s) and sells advertising time during such program segments for its own
account or (ii) joint sales agreements pursuant to which the Company or any of
its Subsidiaries sells substantially all of the advertising time for such
person's radio broadcast station(s);

              (g)  Investments that are in persons which will have the purpose
of furthering the operations of the Company and its Subsidiaries not to exceed
$10.0 million; and

              (h)  demand deposit accounts maintained in the ordinary course of
business.

         "PERMITTED LIEN" means:

              (a)  Liens existing on the Issue Date;

              (b)  Liens imposed by governmental authorities for taxes,
assessments or other charges or levies not yet subject to penalty or which are
being contested in good faith and by appropriate proceedings, if adequate
reserves with respect thereto are maintained on the books of the Company in
accordance with GAAP as of the date of determination;

              (c)  statutory liens of carriers, warehousemen, mechanics,
materialmen, landlords, repairmen or other like Liens arising by operation of
law in the ordinary course of business provided that (i) the underlying
obligations are not overdue for a period of more than 60 days, or (ii) such
Liens are being contested in good faith and by appropriate proceedings and
adequate reserves with respect thereto are maintained on the books of the
Company in accordance with GAAP as of the date of determination; 

              (d)  Liens securing the performance of bids, trade contracts
(other than borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business and deposits made in the ordinary course of business
to secure obligations of public utilities;

              (e)  easements, rights-of-way, zoning, building restrictions,
reservations, encroachments, exceptions, covenants, similar restrictions and
other similar encumbrances or title defects which, singly or in the aggregate,
do not in any case materially detract from the value of the 


                                       17



property, subject thereto (as such property is used by the Company or any of its
Subsidiaries) or interfere with the ordinary conduct of the business of the
Company or any of its Subsidiaries;

              (f)  Liens arising by operation of law in connection with
judgments, provided, that the execution or other enforcement of such Liens is
effectively stayed and that the claims secured thereby are being contested in
good faith by appropriate proceedings;

              (g)  pledges or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment insurance and other types
of social security legislation;

              (h)  Liens securing Indebtedness of a person existing at the time
such person becomes a Subsidiary or is merged with or into the Company or a
Subsidiary or Liens securing Indebtedness incurred in connection with an
Acquisition, provided that such Liens were in existence prior to the date of
such acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets;

              (i)  leases or subleases granted to other persons in the ordinary
course of business not materially interfering with the conduct of the business
of the Company or any of its Subsidiaries or materially detracting from the
value of the relative assets of the Company or any of its Subsidiaries;

              (j)  Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into by the
Company or any of its Subsidiaries in the ordinary course of business;

              (k)  Liens securing Refinancing Indebtedness incurred to
refinance any Indebtedness that was previously so secured in a manner no more
adverse to the Holders of the Securities than the terms of the Liens securing
such refinanced Indebtedness provided that the Indebtedness secured is not
increased and the lien is not extended to any additional assets or property;

              (l)  Liens in favor of the Administrative Agent pursuant to the
Credit Facility or other then-existing credit facilities of the Company; and

              (m)  Liens on property of a Subsidiary of the Company provided
that such Liens secure only obligations owing by such Subsidiary to the Company
or another Subsidiary of the Company.

         "PERSON" or "PERSON" means any corporation, individual, limited
liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.


                                       18



         "PLAN OF LIQUIDATION" means a plan that provides for, contemplates or
the effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously) (i) the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company otherwise
than as an entirety or substantially  as an entirety and (ii) the distribution
of all or substantially all of the proceeds of such sale, lease, conveyance or
other disposition and all or substantially all of the remaining assets of the
Company to holders of Capital Stock of the Company.

         "PREFERRED STOCK" as applied to the Capital Stock of any corporation,
means Capital Stock ranking prior to the shares of any other class of Capital
Stock of said corporation as to the payment of dividends or the distribution of
assets on any voluntary or involuntary liquidation.

   
         "PRESENT SUBSIDIARY GUARANTORS" means Broadcast Finance, Inc.; Cine 
Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors 
II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; 
Citicasters Co.; EFM Programming, Inc.; F.M.I. Pennsylvania, Inc.; 
GACC-N26LB, Inc.; GACC-340, Inc.; Georgia Network Equipment, Inc.; Great 
American Merchandising Group, Inc.; Great American Television Productions, 
Inc.; Inmobiliaria Radial, S.A. de C.V.; Jacor Broadcasting Corporation; 
Jacor Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Colorado, Inc.; 
Jacor Broadcasting of Florida, Inc.; Jacor Broadcasting of Knoxville, Inc.; 
Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; 
Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; 
Jacor Cable, Inc.; Location Productions, Inc.; Location Productions II, Inc.; 
Noble Broadcast Center, Inc.; Noble Broadcast Group, Inc.; Noble Broadcast 
Holdings, Inc.; Noble Broadcast Licenses,  Inc.; Noble Broadcast of Colorado, 
Inc.; Noble Broadcast of San Diego, Inc.; Noble Broadcast of St. Louis, Inc.; 
Noble Broadcast of Toledo, Inc.; Nobro, S.C.; Nova Marketing Group, Inc.; 
Regent Broadcasting of Charleston, Inc.; Regent Broadcasting of Kansas City, 
Inc.; Regent Broadcasting of Las Vegas, Inc.; Regent Broadcasting of Las 
Vegas II, Inc.; Regent Broadcasting of Louisville, Inc.; Regent Broadcasting 
of Louisville II, Inc.; Regent Broadcasting of Salt Lake City, Inc.; Regent 
Broadcasting of Salt Lake City II, Inc.; Regent Licensee of Charleston, Inc.; 
Regent Licensee of Kansas City, Inc.; Regent Licensee of Las Vegas, Inc.; 
Regent Licensee of Las Vegas II, Inc.; Regent Licensee of Louisville, Inc.; 
Regent Licensee of Louisville II, Inc.; Regent Licensee of Salt Lake City, 
Inc.; Regent Licensee of Salt Lake City II, Inc.; Sports Radio Broadcasting, 
Inc.; Sports Radio, Inc.; Taft-TCI Satellite Services, Inc.; The Sy Fischer 
Company Agency, Inc.; VTTV Productions; and WHOK, Inc.; each a direct or 
indirect subsidiary of the Company or any successor entity, whether by 
merger, consolidation, change of name or otherwise.
    
         "PRO RATA PORTION" shall have the meaning specified in Section 12.1.

         "PRODUCTIVE ASSETS" means assets of a kind used or usable by the
Company and its Subsidiaries in a Related Business.

         "PROPERTY" means any right or interest in or to property or assets of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         "PUBLIC OFFERING" means a firm commitment underwritten primary
offering of Capital Stock of the Parent Guarantor or the Company.

         "QUALIFIED CAPITAL STOCK" means any Capital Stock of the Company that
is not Disqualified Capital Stock.


                                       19



         "QUALIFIED EXCHANGE" means any legal defeasance, redemption,
retirement, repurchase or other acquisition of Capital Stock or Indebtedness of
the Company issued on or after the Issue Date with the Net Cash Proceeds
received by the Company from the substantially concurrent sale of Qualified
Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock
or Indebtedness issued on or after the Issue Date.

         "RECORD DATE" means a Record Date specified in the Securities whether
or not such Record Date is a Business Day.

         "REDEMPTION DATE," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article IV of
this Indenture.

         "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the redemption price for such redemption, which shall include,
without duplication, in each case, accrued and unpaid interest to the Redemption
Date (subject to the provisions of Section 4.5).

         "REFERENCE PERIOD" with regard to any Person means the four full
fiscal quarters (or such lesser period during which such person has been in
existence) ended immediately preceding any date upon which any determination is
to be made pursuant to the terms of the Securities or the Indenture.

         "REFINANCING INDEBTEDNESS" means Indebtedness or Disqualified Capital
Stock (a) issued in exchange for, or the proceeds from the issuance and sale of
which are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the case
of Disqualified Capital Stock, liquidation preference, not to exceed (after
deduction of reasonable and customary fees and expenses incurred in connection
with the Refinancing) the lesser of (i) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness or
Disqualified Capital Stock so Refinanced and (ii) if such Indebtedness being
Refinanced was issued with an original issue discount, the accredited value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
provided, that (A) such Refinancing Indebtedness of any Subsidiary of the
Company shall only be used to Refinance outstanding Indebtedness or Disqualified
Capital Stock of such Subsidiary, (B) such Refinancing Indebtedness shall (x)
not have an Average Life shorter than the Indebtedness or Disqualified Capital
Stock to be so refinanced at the time of such Refinancing and (y) in all
respects, be no less subordinated or junior, if applicable, to the rights of
Holders of the Securities than was the Indebtedness or Disqualified Capital
Stock to be refinanced and (C) such Refinancing Indebtedness shall have no
installment of principal (or redemption payment) scheduled to come due earlier
than the scheduled maturity of any installment of principal of the Indebtedness
or Disqualified Capital Stock to be so refinanced which was scheduled to come
due prior to the Stated Maturity.


                                       20



         "REGISTERED SECURITY" means any Security in the form established
pursuant to Section 3.1 which is registered as to principal and interest
pursuant to Section 3.4.

         "RELATED BUSINESS" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses.  

         "RELATED PERSON" means any person who controls, is controlled by or is
under common control with an Excluded Person; PROVIDED that for purposes of this
definition "control" means the beneficial ownership of more than 50% of the
total voting power of a person normally entitled to vote in the election of
directors, managers or trustees, as applicable of a person.

         "REPRESENTATIVE" with regard to the Credit Facility means Chemical
Bank in its capacity as Administrative Agent for lenders pursuant to the Credit
Facility, and not in its individual capacity as a lender, and any successor
Administrative Agent appointed pursuant to the Credit Facility, and with regard
to other then-existing credit facilities of the Company means the Person serving
as Administrative Agent for lenders pursuant to such other then-existing credit
facilities, and not in its individual capacity as a lender, and any successor
Administrative Agent appointed pursuant to such other then-existing credit
facilities.

         "RESTRICTED INVESTMENT" means, in one or a series of related
transactions any Investment other than investments in Permitted Investments;
provided, however, that a merger of another person with or into the Company or a
Subsidiary Guarantor shall not be deemed to be a Restricted Investment so long
as the surviving entity is the Company or a direct Wholly owned Subsidiary
Guarantor.

         "RESTRICTED PAYMENT" means with respect to any person, (a) the
declaration or payment of any dividend or other distribution in respect of
Equity Interests of such person or any parent or Subsidiary of such person, (b)
any payment on account of the purchase, redemption or other acquisition or
retirement for value of Equity Interests of such person or any Subsidiary or
parent of such person, (c) other than with the proceeds from the substantially
concurrent sale of, or in exchange for, Refinancing Indebtedness any purchase,
redemption, or other acquisition or retirement for value of, any payment in
respect of any amendment of the terms of or any defeasance of, any Subordinated
Indebtedness, directly or indirectly, by such person or a parent or Subsidiary
of such person prior to the scheduled maturity, any scheduled repayment of
principal, or scheduled sinking fund payment, as the case may be, of such
Indebtedness and (d) any Restricted Investment by such person; provided,
however, that the term "Restricted Payment" does not include (i) any dividend,
distribution or other payment on or with respect to Capital Stock of an issuer
to the extent payable solely in shares of Qualified Capital Stock of such
issuer; (ii) any dividend, distribution or other payment to the Company, or to
any Wholly owned Subsidiary Guarantor, by any of the Subsidiaries of the
Company; or (iii) loans or advances to any Guarantor the proceeds of which are
used by such Subsidiary Guarantor in a Related Business activity of such
Subsidiary Guarantor.


                                       21



         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "SECURITIES CUSTODIAN" means the Registrar, as custodian with respect
to the Securities in global form, or any successor entity thereto.

         "SECURITYHOLDER" or "HOLDER" means any person in whose name a Security
is registered on the Registrar's books.

         "SENIOR DEBT" of the Company or any Guarantor means Indebtedness
(including any monetary obligation in respect of the Credit Facility or other
then-existing credit facilities of the Company, and interest, whether or not
such interest is allowed or allowable, accruing on Indebtedness incurred
pursuant to the Credit Facility or other then-existing credit facilities of the
Company  at the contracted-for rate whether accruing on, before or after the
commencement of any proceeding under any bankruptcy, insolvency or similar law)
of the Company or such Guarantor arising under the Credit Facility or other
then-existing credit facilities of the Company or that, by the terms of the
instrument creating or evidencing such Indebtedness, is expressly designated
Senior Debt and made senior in right of payment to the Securities or the
applicable Guarantee; provided, that in no event shall Senior Debt include (a)
Indebtedness to any Subsidiary of the Company or any officer, director or
employee of the Company or any Subsidiary of the Company, (b) Indebtedness
incurred in violation of the terms of the Indenture, (c) Indebtedness to trade
creditors, (d) Disqualified Capital Stock and (e) any liability for taxes owed
or owing by the Company or such Guarantor.

         "SIGNIFICANT SUBSIDIARY" shall have the meaning provided under
Regulation S-X of the Securities Act, in effect on the Issue Date.

         "SPECIAL RECORD DATE" for payment of any Defaulted Interest means a
date fixed by the Paying Agent pursuant to Section 3.13.

         "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or premium thereon or interest thereon, means
the date specified in such Security or a coupon, if any, representing such
installment of interest, as the date on which the principal of such Security or
such installment of principal, premium, or interest is due and payable.

         "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment to the Securities or such
Guarantee, as applicable, in any respect or has a stated maturity on or after
the Stated Maturity.


                                       22



         "SUBSIDIARY" with respect to any person, means (i) a corporation a
majority of whose Capital Stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such person,
by such person and one or more Subsidiaries of such person or by one or more
Subsidiaries of such person, (ii) any other person (other than a corporation) in
which such person, one or more Subsidiaries of such person, or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date of
determination thereof has at least majority ownership interest, or (iii) a
partnership in which such person or a Subsidiary of such person is, at the time,
a general partner and in which such person, directly or indirectly, at the date
of determination thereof has at least a majority ownership interest.

         "SUBSIDIARY GUARANTEES" means the guarantees of the Securities by the
Subsidiary Guarantors.

         "SUBSIDIARY GUARANTORS" means (i) the Present Subsidiary Guarantors
and (ii) Future Subsidiary Guarantors that become Subsidiary Guarantors pursuant
to the terms of this Indenture, but excluding any Persons whose guarantees have
been released pursuant to the terms of this Indenture.

         "TAX SHARING AGREEMENT" means any agreements between the Company and
the Parent Guarantor pursuant to which the Company may make payments to the
Parent Guarantor with respect to the Company's Federal, state, or local income
or franchise tax liabilities where the Company is included in a consolidated,
unitary or combined return filed by the Parent Guarantor; PROVIDED, HOWEVER,
that the payment by the Company under such agreement may not exceed the
liability of the Company for such taxes if it had filed its income tax returns
as a separate company.

         "TIA" means the Trust Indenture Act of 1939, as amended, (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of the execution of this
Indenture, except as provided in Section 10.3.

         "TRADING DAY" means, with respect to the Jacor Common Stock or Jacor
Preferred Stock, as applicable, so long as the Jacor Common Stock or Jacor
Preferred Stock, as applicable, is listed or admitted to trading on the Nasdaq
National Market or other market or exchange, a day on which the Nasdaq National
Market or such other market or exchange is open for the transaction of business.

         "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

         "TRUST OFFICER" means any officer within the corporate trust
department (or any successor group) of the Trustee or any other officer of the
Trustee customarily performing functions similar to those performed by the
Persons who at that time shall be such officers, and also means, with respect to
a particular corporate trust matter, any other officer of the Trustee to whom
such trust matter is referred because of his knowledge of and familiarity with
the particular subject.


                                       23



         "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable obligations
of, or noncallable obligations guaranteed by, the United States of America for
the payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.

         "VOTING STOCK" means, with respect to any specified person, capital
stock with voting power, under ordinary circumstances, to elect directors of
such Person.

         "WHOLLY OWNED SUBSIDIARY" means a Subsidiary all the Equity Interests
of which are owned by the Company or one or more Wholly owned Subsidiaries of
the Company.

         SECTION 1.2.  INCORPORATION BY REFERENCE OF TIA.

         Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. 
The following TIA terms used in this Indenture have the following meanings:

         "COMMISSION" means the SEC.

         "INDENTURE SECURITIES" means the Securities.

         "INDENTURE SECURITYHOLDER" means a Holder or a Securityholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

         "OBLIGOR" on the indenture securities means the Company, each
Guarantor and any other obligor on the Securities.

         All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them thereby.

         SECTION 1.3.  RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

         (1)  a term has the meaning assigned to it;

         (2)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (3)  "or" is not exclusive;


                                       24



         (4)  words in the singular include the plural, and words in the plural
include the singular;

         (5)  provisions apply to successive events and transactions;

         (6)  "herein," "hereof" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision; and

         (7)  references to Sections or Articles means reference to such
Section or Article in this Indenture, unless stated otherwise.

                                      ARTICLE II

                                    SECURITY FORMS

         SECTION 2.1.  FORMS GENERALLY.

    The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the form (including temporary or permanent Global Securities) as shall be
established by or pursuant to a Board Resolution of the Company or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture (including the notations thereon relating to the
Subsidiary Guarantees contemplated by Section 2.4), and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with law, or with the rules of any
securities exchange or to conform to general usage, all as may, consistently
herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons.  If temporary Global
Securities of any series are issued as permitted by Section 3.11, the form
thereof shall be established as provided in the preceding sentence. A copy of
the Board Resolution of the Company establishing the forms of Securities or
coupons of any series (or any such temporary Global Security) shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the authentication and delivery of such Securities (or
any such temporary Global Security) or coupons.

    Unless otherwise specified as contemplated by Section 3.1, Securities in
bearer form shall have interest coupons attached.

    The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities or
notations of Subsidiary Guarantees, as the case may be, as evidenced by their
execution of such Securities or coupons or notations of Subsidiary Guarantees,
as the case may be.


                                       25



         SECTION 2.2.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

    The Trustee's certificate of authentication shall be in substantially the
following form:

    "This is one of the Securities described in the within-mentioned Indenture.

         [NAME OF TRUSTEE],
         as Trustee and Authenticating Agent


         By ___________________________
                     Authorized Signatory

         Dated: _______________, 199__." 

         SECTION 2.3.  SECURITIES IN GLOBAL FORM.

    If Securities of a series are issuable as Global Securities, as
contemplated by Section 3.1, then, notwithstanding clause (10) of Section 3.1
and the provisions of Section 3.2, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may be reduced to reflect exchanges.  Any
endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall be
made by the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein.  Subject to the provisions of Section 3.2
and, if applicable, Section 3.10, the Trustee shall deliver and redeliver any
permanent Global Security in the manner and upon instructions given by the
Person or Persons specified therein.

    Unless otherwise specified as contemplated by Section 3.1, payment of
principal of and any premium and interest on any Global Security shall be made
to the Person or Persons specified therein.

    Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

    "This Security is a Global Security within the meaning of the Indenture
    hereinafter referred to and is registered in the name of a Depositary or a
    nominee of a Depositary.  This Security is exchangeable for Securities
    registered in the name of a Person other than the Depositary or its nominee
    only in the limited circumstances described in the Indenture, and no
    transfer of this Security (other than a transfer of this Security as a
    whole by the Depositary to a nominee of the Depositary or by a 


                                       26



    nominee of the Depositary to the Depositary or another nominee of the
    Depositary) may be registered except in such limited circumstances."

         SECTION 2.4.  FORM OF NOTATION RELATING TO GUARANTEES.

    The form of notation to be set forth on each Security relating to the
Guarantees shall be in substantially the following form: 

                                  Notation of Guaranty

         As set forth more fully in the Indenture, the Persons constituting
    Guarantors from time to time, in accordance with the provisions of the
    Indenture, unconditionally and jointly and severally guarantee, in
    accordance with Section 12.1 of the Indenture, to the Holder and to the
    Trustee and its successors and assigns, that (i) the principal of and
    interest on the Security will be paid, whether at the Maturity Date or
    Interest Payment Dates, by acceleration, call for redemption upon a Change
    of Control Offer, upon an Asset Sale Offer or otherwise, and all other
    obligations of the Company to the Holder or the Trustee under the Indenture
    or this Security will be promptly paid in full or performed, all in
    accordance with the terms of the Indenture and this Security, and (ii) in
    the case of any extension of payment or renewal of this Security or any of
    such other obligations, they will be paid in full when due or performed in
    accordance with the terms of such extension or renewal, whether at the
    Maturity Date, as so extended, by acceleration, call for redemption, upon a
    Change of Control Offer, upon an Asset Sale Offer or otherwise.  Such
    guarantees shall cease to apply, and shall be null and void, with respect
    to any Guarantor who, pursuant to Article XII of the Indenture, is released
    from its guarantees, or whose guarantees otherwise cease to be applicable
    pursuant to the terms of the Indenture.

                                     ARTICLE III

                                    THE SECURITIES

         SECTION 3.1.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

    The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

    The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and (subject to Sections 14.4
and 14.5) set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series:


                                       27



         (1)  The title of the Securities of the series (which shall
distinguish the  Securities of such series from all other series of Securities);

         (2)  Any limit on the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon transfer of, or in exchange for,
or in lieu of, other Securities of such series pursuant to Sections 3.4, 3.7,
3.8, 3.12, 4.7 or 10.5);

         (3)  The percentage of the principal amount at which the Securities of
such series will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration
of the maturity or upon redemption thereof or the method by which such portion
shall be determined;

         (4)  The date or dates on which, or periods during which, the
Securities of the series may be issued, and the date or dates or the method by
which such date or dates will be determined, on which the principal of (and
premium, if any, on) the Securities of such series are or may be payable (which,
if so provided in such Board Resolution or supplemental indenture, may be
determined by the Company from time to time as set forth in the Securities of
the series issued from time to time);

         (5)  The rate or rates (which may be fixed or variable) at which the
Securities of the series shall bear interest, if any, or the method by which
such rate or rates shall be determined, the date or dates from which such
interest, if any, shall accrue or the method by which such date or dates shall
be determined (which, in either case or both, if so provided in such Board
Resolution or supplemental indenture, may be determined by the Company from time
to time and set forth in the Securities of the series issued from time to time)
and the circumstances, if any, in which the Company may defer interest payments;
and the Interest Payment Dates on which such interest shall be payable (or the
method of determination thereof), and the Record Dates, if any, for the interest
payable on such Interest Payment Dates and the notice, if any, to Holders
regarding the determination of interest, the manner of giving such notice, the
basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months and any conditions or contingencies as to the
payment of interest in cash or otherwise, if any;

         (6)  The place or places, if any, in addition to or instead of the
corporate trust office of the Trustee (in the case of Registered Securities) or
such other place or places, if any, outside of the United States (in the case of
Bearer Securities), where the principal of (and premium, if any) and interest on
Securities of the series shall be payable and where such Securities may be
surrendered for conversion or registration of transfer or exchange; the extent
to which, or the manner in which, any interest payable on any Global Security on
an Interest Payment Date will be paid, if other than in the manner provided in
Section 3.13; and the manner in which any principal of, or premium, if any, on,
any Global Security will be paid, if other than as set forth elsewhere herein
and whether any Global Security will require any notation to evidence payment of
principal or interest;


                                       28



         (7) The Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name that Security is
registered at the close of business on the Record Date for such interest, the
manner in which, or the Person to whom, any interest on any Bearer Security of
the series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature and the extent to
which, or the manner in which, any interest payable on a temporary Global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 3.11;

         (8)  The obligation, if any, of the Company to redeem, repay, purchase
or offer to purchase Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or upon other conditions or at
the option of the Holder thereof and the period or periods within which or the
dates on which, the prices at which and the terms and conditions upon which the
Securities of the series shall be redeemed, repaid, purchased or offered to be
purchased, in whole or in part, pursuant to such obligation;

         (9)  The right, if any, of the Company to redeem the Securities of
such series at its option and the period or periods within which, or the date or
dates on which, the price or prices at which, and the terms and conditions upon
which, such Securities may be redeemed, if any, in whole or in part, at the
option of the Company or otherwise;

         (10) The denominations in which any Securities of the series shall be
issuable, if other than denominations of $1,000 and any integral multiple
thereof;

         (11) Whether the Securities of the series are to be issued as Discount
Securities and the amount of discount with which such Securities may be issued
and, if other than the principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of
acceleration of the Maturity Date thereof pursuant to Section 7.2;

         (12) Additional provisions, if any, for the defeasance or discharge of
certain of the Company's obligations with respect to Securities of the series,
which provisions may be in addition to, or in substitution for, or in
modification of (or any combination of the foregoing), the provisions of the
Indenture;

         (13) Whether Securities of the series are to be issued as Registered
Securities or Bearer Securities or both, and, if Bearer Securities are issued,
whether coupons will be attached thereto, whether such Bearer Securities of the
series may be exchanged for Registered Securities of the series, and the
circumstances under which and the place or places at which any such exchanges,
if permitted, may be made;

         (14) Whether provisions for payment of additional amounts or tax
redemptions shall apply and, if such provisions shall apply, such provisions;


                                       29



         (15) If other than the currency of the United States, the currency or
currencies in which Securities of the series shall be denominated or in which
payment of the principal of (and premium, if any) and interest on the Securities
of the series may be made, and the particular provisions applicable thereto;

         (16) If the principal of (and premium, if any) or interest on
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency or currencies other than that or those in which
the Securities are denominated or payable without such election, the currency or
currencies in which such payments may be made, the period or periods within
which and the terms and conditions upon which, such election may be made and the
time and the manner of determining the exchange rate or rates between the
currency or currencies in which the Securities are denominated or payable
without such election and the currency or currencies in which the Securities are
to be paid if such election is made;

         (17) The date as of which any Securities of the series shall be dated,
if other than the date of authentication;

         (18) If the amount of payments of principal of (and premium, if any)
or interest on the Securities of the series may be determined with reference to
an index, including, but not limited to, an index based on a currency or
currencies other than that in which the Securities are denominated or payable,
or any other type of index, the manner in which such amounts shall be
determined;

         (19) The applicable overdue rate, if any;

         (20) If the Securities of the series do not bear interest, the
applicable dates for purposes of Section 3.6;

         (21) Any addition to, or modification or deletion of, any Event of
Default or covenant provided for in this Indenture with respect to Securities of
the series;

         (22) If Bearer Securities of the series are to be issued, (x) whether
interest in respect of any portion of a temporary Security in global form
(representing all of the Outstanding Bearer Securities of the series) payable in
respect of any Interest Payment Date prior to the exchange of such temporary
Security for definitive Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Security held for its
account and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest payment received by a
clearing organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date, (y) the terms upon which interests in
such temporary Security in global form may be exchanged for interests in a
permanent Global Security or for definitive Securities of the series and the
terms upon which interests in a permanent Global Security, if any, may be
exchanged for definitive Securities of the series and (z) the cities and the
newspapers designated for the purposes of giving notices to Holders;



                                       30



         (23) Whether the Securities of the series shall be issued in whole or
in part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Security or Securities; and if the Securities of the
series are issuable only as Registered Securities, the manner in which and the
circumstances under which Global Securities representing Securities of the
series may be exchanged for Registered Securities in definitive form, if other
than, or in addition to, the manner and circumstances specified in Section 3.7;

         (24) The designation, if any, of any depositaries, trustees (other
than the Trustee), Registrars, Paying Agents, Conversion Agents or Securities
Custodians (other than the Trustee) or other agents with respect to the
Securities of such series;

         (25) If the Securities of such series will be issuable in definitive
form only upon receipt of certain certificates or other documents or upon
satisfaction of certain conditions, the form and terms of such certificates,
documents or conditions;

         (26) Whether the Securities of such series will be convertible into
shares of Jacor Common Stock or Jacor Preferred Stock or other securities or
property of the Company, and, if so, the terms and conditions, which may be in
addition to or in lieu of the provisions contained in this Indenture, upon which
such Securities will be so convertible, including the conversion price and the
conversion period;

         (27) The terms, if any, on which the Securities of such series will be
subordinate to other debt of the Company;

         (28) Any listing of the Securities on a securities exchange;

         (29) The provisions, if any, relating to any security provided for the
Securities of such series; and

         (30) Any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and (subject to Sections 14.4 and 14.5) set forth in
such Officers' Certificate, or in any such indenture supplemental hereto.  All
Securities of any one series need not be issued at the same time, and unless
otherwise provided, a series may be reopened for issuance of additional
Securities of such series.

         If any of the terms of a series of Securities is established in or
pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.


                                       31



         SECTION 3.2.  DENOMINATIONS.

         In the absence of any specification pursuant to Section 3.1 with
respect to the Securities of any series, the Securities of such series shall be
issuable only in denominations of $1,000 and any integral multiple thereof and
shall be payable only in the currency of the United States. 

         SECTION 3.3.  EXECUTION AND AUTHENTICATION.

         Two Officers shall sign, or one Officer shall sign and one Officer
shall attest to, the Security for the Company by manual or facsimile signature. 
The Company's seal, if any, shall be impressed, affixed, imprinted or reproduced
on the Securities and may be in facsimile form.

         If an Officer whose signature is on a Security was an Officer at the 
time of such execution but no longer holds that office at the time the 
Trustee authenticates the Security, the Security shall be valid nevertheless 
and the Company shall nevertheless be bound by the terms of the Securities 
and this Indenture.

         A Security shall not be valid until an authorized signatory of the 
Trustee manually signs the certificate of authentication on the Security but 
such signature shall be conclusive evidence that the Security has been 
authenticated pursuant to the terms of this Indenture.

         The Officers' Certificate shall specify the amount of Securities to be
authenticated and the date on which the Securities are to be authenticated. 
Upon the written order of the Company in the form of an Officers' Certificate,
the Trustee shall authenticate Securities in substitution of Securities
originally issued to reflect any name changes of the Company.

         The Trustee may appoint an authenticating agent acceptable to the 
Company to authenticate Securities.  Unless otherwise provided in the 
appointment, an authenticating agent may authenticate Securities whenever the 
Trustee may do so. Each reference in this Indenture to authentication by the 
Trustee includes authentication by such agent.  An authenticating agent has 
the same rights as an Agent to deal with the Company, any Affiliate of the 
Company, or any of its Subsidiaries.  

         SECTION 3.4.  REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where Securities may be presented for
registration of transfer or exchange ("Registrar") and an office or agency of
the Company where Securities may be presented for payment ("Paying Agent") and
where notices and demands to or upon the Company in respect of the Securities
may be served.  The Company may act as Registrar or Paying Agent, except that,
for the purposes of Articles IV, IX, XI, and Section 5.14 and as otherwise
specified in this Indenture, neither the Company nor any Affiliate of the
Company shall act as Paying Agent.  The Registrar shall keep 


                                       32



a register of the Registered Securities and of their transfer and exchange.  The
Company may have one or more co-Registrars and one or more additional Paying
Agents.  The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional Paying Agent.  The Company hereby initially
appoints the Trustee as Registrar and Paying Agent, and by its acknowledgment
and acceptance on the signature page hereto, the Trustee hereby agrees so to
act.

         The Company shall enter into an appropriate written agency agreement
with any Agent (including the Paying Agent) not a party to this Indenture, which
agreement shall implement the provisions of this Indenture that relate to such
Agent, and shall furnish a copy of each such agreement to the Trustee.  The
Company shall promptly notify the Trustee in writing of the name and address of
any such Agent.  If the Company fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such.

         The Company initially appoints ____________________________
("_________") to act as Depositary with respect to the Global Securities.

         The Company initially appoints the Registrar to act as Securities
Custodian with respect to the Global Securities.

         Upon the occurrence of an Event of Default described in Section 7.1(4)
or (6), the Trustee shall, or upon the occurrence of any other Event of Default
by notice to the Company, the Registrar and the Paying Agent, the Trustee may,
assume the duties and obligations of the Registrar and the Paying Agent
hereunder.

         SECTION 3.5.  PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, premium, if any, or interest on, the Securities (whether such
assets have been distributed to it by the Company or any other obligor on the
Securities), and shall notify the Trustee in writing of any Default in making
any such payment.  If a Subsidiary of the Company acts as Paying Agent, it shall
segregate such assets and hold them as a separate trust fund for the benefit of
the Holders or the Trustee.  The Company at any time may require a Paying Agent
to distribute all assets held by it to the Trustee and account for any assets
disbursed and the Trustee may at any time during the continuance of any payment
Default or any Event of Default, upon written request to a Paying Agent, require
such Paying Agent to distribute all assets held by it to the Trustee and to
account for any assets distributed.  Upon distribution to the Trustee of all
assets that shall have been delivered by the Company to the Paying Agent, the
Paying Agent (if other than the Company) shall have no further liability for
such assets.


                                       33


 


         SECTION 3.6.  SECURITYHOLDER LISTS.

         The Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section  312(a).  If the Trustee or
any Paying Agent is not the Registrar, the Company shall furnish to the Trustee
on or before the third Business Day preceding each Interest Payment Date and at
such other times as the Trustee or any such Paying Agent may request in writing
a list in such form and as of such date as the Trustee or any such Paying Agent
reasonably may require of the names and addresses of Holders and the Company
shall otherwise comply with TIA Section 312(a).

         SECTION 3.7.  TRANSFER AND EXCHANGE.

              (a)  TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES.  When
definitive Securities are presented to the Registrar with a request:

                        (x) to register the transfer of such definitive
Securities; or

                        (y) to exchange such definitive Securities for an equal
principal amount of definitive Securities of other authorized denominations; the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; PROVIDED, HOWEVER, that
the definitive Securities surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar duly executed by
the Holder thereof or his attorney duly authorized in writing.

              (b)  RESTRICTIONS ON TRANSFER OF A DEFINITIVE SECURITY FOR A
BENEFICIAL INTEREST IN A GLOBAL SECURITY.  A definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below.  Upon receipt by the Registrar
of a definitive Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Registrar, together with
written instructions of the Holder directing the Registrar to make, or to direct
the Securities Custodian to make, an endorsement on the Global Security to
reflect an increase in the aggregate principal amount of the Securities
represented by the Global Security, then the Registrar shall cancel such
definitive Security and cause, or direct the Securities Custodian to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Securities Custodian, the aggregate principal amount of
Securities represented by the Global Security to be increased accordingly.  If
no Global Securities are then outstanding, the Company shall issue and the
Trustee shall authenticate a new Global Security in the appropriate principal
amount.

              (c)  TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.  The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture and the
procedures of the Depositary therefor.


                                          34




              (d)  TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL SECURITY FOR A
DEFINITIVE SECURITY.

                   (i)  Any Person having a beneficial interest in a Global
    Security may upon request exchange such beneficial interest for a
    definitive Security.  Upon receipt by the Registrar of written instructions
    or such other form of instructions as is customary for the Depositary from
    the Depositary or its nominee on behalf of any Person having a beneficial
    interest in a Global Security, and, if such beneficial interest is being
    transferred to the Person designated by the Depositary as being the
    beneficial owner, a certification from such person to that effect (in
    substantially the form set forth on the reverse of the Security)(all of
    which may be submitted by facsimile), then the Registrar or the Securities
    Custodian, at the direction of the Trustee, will cause, in accordance with
    the standing instructions and procedures existing between the Depositary
    and the Securities Custodian, the aggregate principal amount of the Global
    Security to be reduced and, following such reduction, the Company will
    execute and the Trustee's authenticating agent will authenticate and
    deliver to the transferee a definitive Security.

                   (ii)  Definitive Securities issued in exchange for a
    beneficial interest in a Global Security pursuant to this Section 3.7(d)
    shall be registered in such names and in such authorized denominations as
    the Depositary, pursuant to instructions from its direct or indirect
    participants or otherwise, shall instruct the Registrar.  The Registrar
    shall deliver such definitive Securities to the persons in whose names such
    Securities are so registered.

              (e)  RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 3.7), a Global Security
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

              (f)  AUTHENTICATION OF DEFINITIVE SECURITIES IN ABSENCE OF
DEPOSITARY.  If at any time:

                   (i)  the Depositary for the Securities notifies the Company
    that the Depositary is unwilling or unable to continue as Depositary for
    the Global Securities and a successor Depositary for the Global Securities
    is not appointed by the Company within 90 days after delivery of such
    notice; or

                   (ii)  the Company, in its sole discretion, notifies the
    Trustee and the Registrar in writing that it elects to cause the issuance
    of definitive Securities under this Indenture,


                                          35




then the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate requesting the authentication and delivery of definitive Securities,
will, or its authenticating agent will, authenticate and deliver definitive
Securities, in an aggregate principal amount equal to the principal amount of
the Global Securities, in exchange for such Global Securities.

              (g)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL SECURITY.  At such
time as all beneficial interests in a Global Security have either been exchanged
for definitive Securities, redeemed, repurchased or canceled, such Global
Security shall be returned to or retained and canceled by the Registrar.  At any
time prior to such cancellation, if any beneficial interest in a Global Security
is exchanged for definitive Securities, redeemed, repurchased or canceled, the
principal amount of Securities represented by such Global Security shall be
reduced and an endorsement shall be made on such Global Security, by the
Registrar or the Securities Custodian, at the direction of the Registrar, to
reflect such reduction.

              (h)  OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
SECURITIES.

                   (i)  To permit registrations of transfers and exchanges, the
    Company shall execute and the Trustee or any authenticating agent of the
    Trustee shall authenticate definitive Securities and Global Securities at
    the Registrar's request.

                   (ii)  No service charge shall be made to a Holder for any
    registration of transfer or exchange, but the Company may require payment
    of a sum sufficient to cover any transfer tax, assessments, or similar
    governmental charge payable in connection therewith (other than any such
    transfer taxes, assessments, or similar governmental charge payable upon
    exchanges or transfers pursuant to Section 3.11, 4.7, 5.14(8), 10.5, or
    11.1 (final paragraph)).

                   (iii)  The Registrar shall not be required to register the
    transfer of or exchange (a) any definitive Security selected for redemption
    in whole or in part pursuant to Article IV, except the unredeemed portion
    of any definitive Security being redeemed in part, or (b) any Security for
    a period beginning 15 Business Days before the mailing of a notice of an
    offer to repurchase pursuant to Article XI or Section 5.14 hereof or
    redemption of Securities pursuant to Article IV hereof and ending at the
    close of business on the day of such mailing.

         SECTION 3.8.  REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Registrar or if the
Holder of a Security claims and submits an affidavit or other evidence,
satisfactory to the Registrar, to the Registrar to the effect that the Security
has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee or any authenticating agent of the Trustee shall authenticate a
replacement Security if the Registrar's requirements are met.  If required by
the Trustee, the Registrar or the Company, such Holder must provide an indemnity
bond or other indemnity, sufficient in the judgment of both the


                                          36




Company and the Registrar, to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced.  In the case of
any lost Security that will become due and payable within 30 days, the Company
can choose to pay such Security rather than replacing such Security.  The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security.

         Every replacement Security is an additional obligation of the Company.

         SECTION 3.9.  OUTSTANDING SECURITIES.

         Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee (including any Security represented by a
Global Security)  except those canceled by the Registrar, those delivered to the
Registrar for cancellation, those reductions in the interest in a Global
Security effected by the Registrar hereunder, those paid pursuant to Section 3.8
and those described in this Section 3.9 as not outstanding.  A Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security, except as provided in Section 3.10.

         If a Security is replaced pursuant to Section 3.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Registrar receives proof satisfactory to it that the replaced
Security is held by a BONA FIDE purchaser.  A mutilated Security ceases to be
outstanding upon surrender of such Security and replacement thereof pursuant to
Section 3.8.

         If on a Redemption Date or the Maturity Date the Paying Agent (other
than the Company or an Affiliate of the Company) holds Cash or U.S. Government
Obligations sufficient to pay all of the principal and interest and premium, if
any, due on the Securities payable on that date and payment of the Securities
called for redemption is not otherwise prohibited, then on and after that date
such Securities cease to be outstanding and interest on them ceases to accrue.

         SECTION 3.10.  TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, Securities owned by the Company or Affiliates of the Company shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, amendment, supplement,
waiver or consent, only Securities that a Trust Officer of the Trustee actually
knows are so owned shall be disregarded.

         SECTION 3.11.  TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities.  Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company reasonably and in good faith


                                          37




consider appropriate for temporary Securities.  Without unreasonable delay, the
Company shall prepare and the Trustee shall, upon receipt of a written order of
the Company in the form of an Officers' Certificate, authenticate definitive
Securities in exchange for temporary Securities.  Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as permanent Securities authenticated and delivered
hereunder.

         SECTION 3.12.  CANCELLATION.

         The Company at any time may deliver Securities to the Registrar for
cancellation.  The Trustee and the Paying Agent shall forward to the Registrar
any Securities surrendered to them for registration of transfer, exchange or
payment.  The Registrar, or at the direction of the Registrar, the Trustee or
the Paying Agent (other than the Company or an Affiliate of the Company), and no
one else, shall cancel and, return to the Company all Securities surrendered for
registration of transfer, exchange, payment or cancellation.  Subject to Section
3.8, the Company may not issue new Securities to replace Securities that have
been paid or delivered to the Registrar for cancellation.  No Securities shall
be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section 3.12, except as expressly permitted in the form of
Securities and as permitted by this Indenture.

         SECTION 3.13.  DEFAULTED INTEREST.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date plus, to the extent
lawful, any interest payable on the defaulted interest at the rate and in the
manner provided in Section 5.1 hereof and the Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered holder on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

              (1)  The Company may elect to make payment of any Defaulted
Interest to the persons in whose names the Securities are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall
notify the Trustee and the Paying Agent in writing of the amount of Defaulted
Interest proposed to be paid on each Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Paying Agent an
amount of Cash equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Paying
Agent for such deposit prior to the date of the proposed payment, such Cash when
deposited to be held in trust for the benefit of the persons entitled to such
Defaulted Interest as provided in this clause (1).  Thereupon the Paying Agent
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Paying
Agent of the notice of the proposed payment.  The Paying Agent shall promptly
notify the Company and the Trustee of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special


                                          38




Record Date therefor to be mailed, first-class postage prepaid, to each Holder
at his address as it appears in the Security register not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the persons in whose names
the Securities (or their respective predecessor Securities) are registered on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2).

              (2)  The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee
and the Paying Agent of the proposed payment pursuant to this clause, such
manner shall be deemed practicable by the Trustee and the Paying Agent.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

         SECTION 3.14.  CUSIP NUMBERS.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; PROVIDED that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                      ARTICLE IV

                                      REDEMPTION

         SECTION 4.1.  APPLICABILITY OF ARTICLE.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.1 for Securities of any series) in
accordance with this Article.

         SECTION 4.2.  NOTICES TO TRUSTEE AND PAYING AGENT.

         The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution.  The Company shall notify the Trustee and the
Paying Agent in writing of the


                                          39




Redemption Date and the principal amount of Securities to be redeemed and
whether it wants the Paying Agent to give notice of redemption to the Holders.

         If the Company elects to reduce the principal amount of Securities to
be redeemed by crediting against any such redemption Securities it has not
previously delivered to the Trustee and the Paying Agent for cancellation, it
shall so notify the Trustee, in the form of an Officers' Certificate, and the
Paying Agent of the amount of the reduction and deliver such Securities with
such notice.

         The Company shall give each notice to the Trustee and the Paying Agent
provided for in this Section 4.2 at least 45 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee and the Paying
Agent).  Any such notice may be canceled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect.

         SECTION 4.3.  SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed by lot or by such other method as the
Trustee shall determine to be appropriate and fair.

         The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption and shall promptly notify the Company
and the Paying Agent in writing of the Securities selected for redemption and,
in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed.  Securities in denominations of $1,000 may be
redeemed only in whole.  The Trustee may select for redemption portions (equal
to $1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000.  Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called
for redemption.

         SECTION 4.4.  NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first class mail, postage
prepaid, to the Trustee, the Paying Agent and each Holder whose Securities are
to be redeemed.  At the Company's request, the Paying Agent shall give the
notice of redemption in the Company's name and at the Company's expense.  Each
notice for redemption shall identify the Securities to be redeemed and shall
state:

              (1)  the Redemption Date;

              (2)  the Redemption Price, including the amount of accrued and
unpaid interest to be paid upon such redemption;


                                          40




              (3)  the name, address and telephone number of the Paying Agent;

              (4)  that Securities called for redemption must be surrendered to
the Paying Agent at the address specified in such notice to collect the
Redemption Price;

              (5)  that, unless the Company defaults in its obligation to
deposit with the Paying Agent Cash, or U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, Cash in an amount to fund the Redemption Price, in accordance with
Section 4.6 hereof or such redemption payment is otherwise prohibited, interest
on Securities called for redemption ceases to accrue on and after the Redemption
Date and the only remaining right of the Holders of such Securities is to
receive payment of the Redemption Price, including accrued and unpaid interest
to the Redemption Date, upon surrender to the Paying Agent of the Securities
called for redemption and to be redeemed;

              (6) if any Security is being redeemed in part, the portion of the
principal amount, equal to $1,000 or any integral multiple thereof, of such
Security to be redeemed and that, after the Redemption Date, and upon surrender
of such Security, a new Security or Securities in aggregate principal amount
equal to the unredeemed portion thereof will be issued;

              (7)  if less than all the Securities are to be redeemed, the
identification of the particular Securities (or portion thereof) to be redeemed,
as well as the aggregate principal amount of such Securities to be redeemed and
the aggregate principal amount of Securities to be outstanding after such
partial redemption;

              (8)  the CUSIP number of the Securities to be redeemed; and

              (9) that the notice is being sent pursuant to this Section 4.4.

         SECTION 4.5.  EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 4.4,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including accrued and unpaid interest to the
Redemption Date.  Upon surrender to the Paying Agent, such Securities called for
redemption shall be paid at the Redemption Price, including interest, if any,
accrued and unpaid to the Redemption Date; PROVIDED that if the Redemption Date
is after a regular Record Date and on or prior to the Interest Payment Date to
which such Record Date relates, the accrued interest shall be payable to the
Holder of the redeemed Securities registered on the relevant Record Date; and
PROVIDED, FURTHER, that if a Redemption Date is a non-Business Day, payment
shall be made on the next succeeding Business Day and no interest shall accrue
for the period from such Redemption Date to such succeeding Business Day.


                                          41




         SECTION 4.6.  DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (other than the Company or an Affiliate of the Company) Cash or
U.S. Government Obligations sufficient to pay the Redemption Price of, including
accrued and unpaid interest on, all Securities to be redeemed on such Redemption
Date (other than Securities or portions thereof called for redemption on that
date that have been delivered by the Company to the Registrar for cancellation).
The Paying Agent shall promptly return to the Company any Cash or U.S.
Government Obligations so deposited which is not required for that purpose upon
the written request of the Company.

         If the Company complies with the preceding paragraph and the other
provisions of this Article and payment of the Securities called for redemption
is not otherwise prohibited, interest on the Securities to be redeemed will
cease to accrue on the applicable Redemption Date, whether or not such
Securities are presented for payment.  Notwithstanding anything herein to the
contrary, if any Security surrendered for redemption in the manner provided in
the Securities shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall
continue to accrue and be paid from the Redemption Date until such payment is
made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 5.1 hereof and the Security.

         SECTION 4.7.  SECURITIES REDEEMED IN PART.

         Upon surrender of a Security that is to be redeemed in part, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder, without service charge to the Holder, a new Security or Securities equal
in principal amount to the unredeemed portion of the Security surrendered.

                                      ARTICLE V

                                      COVENANTS

         SECTION 5.1.  PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest and premium, if
applicable, on the Securities on the dates and in the manner provided herein and
in the Securities.  An installment of principal of or interest and premium, if
applicable, on the Securities shall be considered paid on the date it is due if
the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company
or an Affiliate of the Company) holds for the benefit of the Holders, on or
before 10:00 a.m. New York City time on that date, Cash deposited and designated
for and sufficient to pay the installment.


                                          42




         The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Securities compounded
semi-annually, to the extent lawful.

         SECTION 5.2.  MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency where Securities may be presented or surrendered
for payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served.  The Company shall give prompt
written notice to the Trustee and the Paying Agent of the location, and any
change in the location, of such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee and the Paying Agent with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 14.2.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes.  The Company
shall give prompt written notice to the Trustee and the Paying Agent of any such
designation or rescission and of any change in the location of any such other
office or agency.  The Company hereby initially designates the principal
corporate trust office of the Paying Agent as such office.

         If Securities of a series are issuable as Bearer Securities, the
Company must, subject to any laws or regulations applicable thereto, maintain an
office or agency located outside of the United States where Securities of that
series and related coupons, if any, may be presented and surrendered for
payment.  The Company must maintain such office or agency in addition to
maintaining an office or agency in the Borough of Manhattan, The City of New
York.

         SECTION 5.3.  LIMITATION ON RESTRICTED PAYMENTS.

         On and after the Issue Date the Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, make any Restricted
Payment, if, after giving effect to such Restricted Payment on a PRO FORMA
basis, (1) a Default or an Event of Default shall have occurred and be
continuing, (2) the Company is not permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio in Section 5.11, or (3)
the aggregate amount of all Restricted Payments made by the Company and its
Subsidiaries, including after giving effect to such proposed Restricted Payment,
from and after the Issue Date, would exceed the amount set forth in the
applicable prospectus supplement.

         The foregoing clauses (2) and (3) of the immediately preceding
paragraph, however, will not prohibit (w) payments to the Parent Guarantor to
reimburse the Parent Guarantor for


                                          43




reasonable and necessary corporate and administrative expenses, (x) Restricted
Investments, PROVIDED, that, after giving PRO FORMA effect to such Restricted
Investment, the aggregate amount of all such Restricted Investments made on or
after the Issue Date that are outstanding (after giving effect to any such
Restricted Investments that are returned to the Company or the Subsidiary
Guarantor that made such prior Restricted Investment, without restriction, in
cash on or prior to the date of any such calculation) at any time does not
exceed the amount set forth in the applicable prospectus supplement, (y) a
Qualified Exchange and (z) the payment of any dividend on Qualified Capital
Stock within 60 days after the date of its declaration if such dividend could
have been made on the date of such declaration in compliance with the foregoing
provisions.  The full amount of any Restricted Payment made pursuant to the
foregoing clauses (x) and (z) of the immediately preceding sentence, however,
will be deducted in the calculation of the aggregate amount of Restricted
Payments available to be made pursuant to clause (3) of the immediately
preceding paragraph.

         SECTION 5.4.  CORPORATE EXISTENCE.

         Subject to Article VI, the Company and the Guarantors shall do or
cause to be done all things necessary to preserve and keep in full force and
effect their respective corporate existence in accordance with the respective
organizational documents of each of them (as the same may be amended from time
to time) and the rights (charter and statutory) and corporate franchises of the
Company and the Guarantors; PROVIDED, HOWEVER, nothing in this Section will
prohibit the Company or any Guarantor from engaging in any transaction permitted
under Section 12.4 or Section 12.5 hereof and PROVIDED FURTHER that neither the
Company nor any Guarantor shall be required to preserve any right or franchise
if (a) the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
such entity and (b) the loss thereof is not disadvantageous in any material
respect to the Holders.

         SECTION 5.5.  PAYMENT OF TAXES AND OTHER CLAIMS.

         Except with respect to immaterial items, the Company and the
Guarantors shall, and shall cause each of their Subsidiaries to, pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges (including
withholding taxes and any penalties, interest and additions to taxes) levied or
imposed upon the Company and the Guarantors or any of their Subsidiaries or any
of their respective properties and assets; and (ii) all lawful claims, whether
for labor, materials, supplies, services or anything else, which have become due
and payable and which by law have or may become a Lien upon the property and
assets of the Company and the Guarantors or any of their Subsidiaries; PROVIDED,
HOWEVER, that neither the Company nor any of the Guarantors shall be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which disputed amounts adequate
reserves have been established in accordance with GAAP.


                                          44




         SECTION 5.6.  MAINTENANCE OF PROPERTIES AND INSURANCE.

         The Company and the Guarantors shall cause all material properties
used or useful to the conduct of their business and the business of each of
their Subsidiaries to be maintained and kept in good condition, repair and
working order (reasonable wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in their reasonable
judgment may be necessary, so that the business carried on in connection
therewith may be properly conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section 5.6 shall prevent the Company or any Guarantor from
discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a), in the
judgment of the Board of Directors of the Company, desirable in the conduct of
the business of such entity and (b) not disadvantageous in any material respect
to the Holders.

         The Company and the Guarantors shall provide, or cause to be provided,
for themselves and each of their Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Company is adequate and appropriate for the conduct of
the business of the Company, the Guarantors and such Subsidiaries.

         SECTION 5.7.  COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

              (a)  The Company shall deliver to the Trustee within 120 days
after the end of its fiscal year an Officers' Certificate, one of the signers of
which shall be the principal executive, principal financial or principal
accounting officer of the Company, complying with Section 314(a)(4) of the TIA
and stating that a review of its activities and the activities of its
Subsidiaries, if any, during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture and further stating, as to each such Officer signing such certificate,
whether or not the signer knows of any failure by the Company or any Guarantor
to comply with any conditions or covenants in this Indenture and, if such signer
does know of such a failure to comply, the certificate shall describe such
failure with particularity.  The Officers' Certificate shall also notify the
Trustee should the relevant fiscal year end on any date other than the current
fiscal year end date.

              (b)  The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, promptly upon becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.  The Trustee shall not be deemed to have knowledge of any
Default or any Event of Default unless one of its Trust Officers receives
written notice thereof from the Company or any of the Holders.


                                          45




         SECTION 5.8.  REPORTS.

         For so long as the Parent Guarantor or any successor thereto is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
and the Company is a wholly owned Subsidiary of the Parent Guarantor, the
Company shall deliver to the Trustee, and to each Holder, the Parent Guarantor's
annual and quarterly reports pursuant to  Section 13 or 15(d) of the Exchange
Act, within 15 days after such reports have been filed with the Commission;
PROVIDED, HOWEVER; in the event either (i) the Parent Guarantor or a successor
as set forth above is no longer subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act or (ii) the Company is no longer a wholly owned
Subsidiary of the Parent Guarantor or a successor as set forth above, then
whether or not the Company is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Company shall deliver to the Trustee and,
to each Holder, within 15 days after it is or would have been (if it were
subject to such reporting obligations) required to file such with the
Commission, annual and quarterly financial statements substantially equivalent
to financial statements that would have been included in reports filed with the
Commission, if the Company were subject to the requirements of Section 13 or
15(d) of the Exchange Act, including, with respect to annual information only, a
report thereon by the Company's certified independent accountants as such would
be required in such reports to the Commission, and, in each case, together with
a management's discussion and analysis of financial condition and results of
operations which would be so required and, to the extent permitted by the
Exchange Act or the Commission (if it were subject to such reporting
obligations), file with the Commission the annual, quarterly and other reports
which it is or would have been required to file with the Commission.

         SECTION 5.9.  LIMITATION ON STATUS AS INVESTMENT COMPANY.

         Neither the Company nor any Subsidiary shall become an "investment
company" (as that term is defined in the Investment Company Act of 1940, as
amended), or otherwise become subject to regulation under the Investment Company
Act.

         SECTION 5.10.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

         After the Issue Date, the Company shall not, and shall not permit any
of its Subsidiaries to, enter into any contract, agreement, arrangement or
transaction with any Affiliate (an "Affiliate Transaction") or any series of
related Affiliate Transactions (other than Exempted Affiliate Transactions)
(i) unless it is determined that the terms of such Affiliate Transaction are
fair and reasonable to the Company, and no less favorable to the Company than
could have been obtained in an arm's length transaction with a non-Affiliate
and, (ii) if involving consideration to either party in excess of the amount set
forth in the applicable prospectus supplement, unless such Affiliate
Transaction(s) is evidenced by (A) an Officers' Certificate addressed and
delivered to the Trustee certifying that such Affiliate Transaction(s) has been
approved by a majority of the members of the Board of Directors of the Company
who are disinterested in such transaction or, (B) in the event there are no
members of the Board of Directors of the Company who are disinterested in such
transaction, then so long as the Company is a wholly owned Subsidiary of the
Parent Guarantor, an


                                          46




Officers' Certificate addressed and delivered to the Trustee certifying that
such Affiliate Transaction(s) has been approved by a majority of the members of
the Board of Directors of the Parent Guarantor who are disinterested in such
transaction and (iii) if involving consideration to either party in excess of
the amount set forth in the applicable prospectus supplement, unless in addition
the Company, prior to the consummation thereof, obtains a written favorable
opinion as to the fairness of such transaction to the Company from a financial
point of view from an independent investment banking firm of national
reputation.

         SECTION 5.11.  LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND
DISQUALIFIED CAPITAL STOCK.

         Except as set forth below, neither the Company nor any of the
Company's Subsidiaries shall, directly or indirectly, issue, assume, guarantee,
incur, become directly or indirectly liable with respect to (including as a
result of an Acquisition), or otherwise become responsible for, contingently or
otherwise (individually and collectively, to "incur" or, as appropriate, an
"incurrence"), any Indebtedness or any Disqualified Capital Stock (including
Acquired Indebtedness) other than Permitted Indebtedness.  Notwithstanding the
foregoing limitations, the Company may incur Indebtedness and Disqualified
Capital Stock in addition to Permitted Indebtedness:  if (i) no Default or Event
of Default shall have occurred and be continuing at the time of, or would occur
after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or
Disqualified Capital Stock and (ii) on the date of such incurrence (the
"Incurrence Date"), the Leverage Ratio of the Company for the Reference Period
immediately preceding the Incurrence Date, after giving effect on a PRO FORMA
basis to such incurrence of such Indebtedness or Disqualified Capital Stock and,
to the extent set forth in the definition of Leverage Ratio, the use of proceeds
thereof, would be less than ____ to ____.

         Indebtedness or Disqualified Capital Stock of any person which is
outstanding at the time such person becomes a Subsidiary of the Company
(including upon designation of any subsidiary or other person as a Subsidiary)
or is merged with or into or consolidated with the Company or a Subsidiary of
the Company shall be deemed to have been incurred at the time such Person
becomes such a Subsidiary of the Company or is merged with or into or
consolidated with the Company or a Subsidiary of the Company, as applicable.

         SECTION 5.12.  LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
AFFECTING SUBSIDIARIES.

         Neither the Company nor any of its Subsidiaries shall permit any of
their Subsidiaries to create, assume or suffer to exist any consensual
restriction on the ability of any Subsidiary of the Company to pay dividends or
make other distributions to or on behalf of, or to pay any obligation to or on
behalf of, or otherwise to transfer assets or property to or on behalf of, or
make or pay loans or advances to or on behalf of, the Company or any Subsidiary
of the Company, except (a) restrictions imposed by the Securities or the
Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions
under specified Indebtedness outstanding on the Issue Date, (d) restrictions


                                          47




under any Acquired Indebtedness not incurred in violation of the Indenture or
any agreement relating to any property, asset, or business acquired by the
Company or any of its Subsidiaries, which restrictions in each case existed at
the time of acquisition, were not put in place in connection with or in
anticipation of such acquisition and are not applicable to any person, other
than the person acquired, or to any property, asset or business, other than the
property, assets and business so acquired, (e) any such restriction or
requirement imposed by Indebtedness incurred under paragraph (f) under the
definition of Permitted Indebtedness, provided such restriction or requirement
is no more restrictive than that imposed by the Credit Facility or other
then-existing credit facilities of the Company as of the Issue Date, (f)
restrictions with respect solely to a Subsidiary of the Company imposed pursuant
to a binding agreement which has been entered into for the sale or disposition
of all or substantially all of the Equity Interests or assets of such
Subsidiary, provided such restrictions apply solely to the Equity Interests or
assets of such Subsidiary which are being sold, and (g) in connection with and
pursuant to permitted Refinancings, replacements of restrictions imposed
pursuant to clauses (a), (c) or (d) of this paragraph that are not more
restrictive than those being replaced and do not apply to any other person or
assets than those that would have been covered by the restrictions in the
Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary
provisions restricting subletting or assignment of any lease entered into in the
ordinary course of business, consistent with industry practice, or other
standard non-assignment clauses in contracts entered into in the ordinary course
of business, (b) Capital Leases or agreements governing purchase money
Indebtedness which contain restrictions of the type referred to above with
respect to the property covered thereby, nor (c) Liens permitted under the terms
hereof on assets securing Senior Debt incurred pursuant to the Leverage Ratio in
Section 5.11 or permitted pursuant to the definition of Permitted Indebtedness,
shall in and of themselves be considered a restriction on the ability of the
applicable Subsidiary to transfer such agreement or assets, as the case may be.

         SECTION 5.13.  LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS.
   
         The Company and its Subsidiaries shall not, and shall not permit any 
of their Subsidiaries to, directly or indirectly, incur, or, other than with 
respect to the 1996 10 1/8% Notes and the 1996 9 3/4% Notes, suffer to exist 
(a) any Indebtedness that is subordinate in right of payment to any other 
Indebtedness of the Company or a Guarantor unless, by its terms, such 
Indebtedness (i) has a maturity date subsequent to the Stated Maturity of the 
Securities and an Average Life longer than that of the Securities and (ii) is 
subordinate in right of payment to, or ranks PARI PASSU with, the Securities 
or the Guarantees, as applicable, or (b) other than Permitted Liens, any Lien 
upon any of properties or assets, whether now owned or hereafter acquired, or 
upon any income or profits therefrom securing Indebtedness other than (1) 
Liens securing Senior Debt incurred pursuant to the Leverage Ratio in 
accordance with Section 5.11 and (2) Liens securing Senior Debt incurred as 
permitted pursuant to the definition of Permitted Indebtedness.
    
         SECTION 5.14.  LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK.

         The Company and its Subsidiaries shall not, and shall not permit any
of their Subsidiaries to, in one or a series of related transactions, sell,
transfer, or otherwise dispose of, any


                                          48



of its property, business or assets, including by merger or consolidation (in
the case of a Guarantor or a Subsidiary of the Company), and including any sale
or other transfer or issuance of any Equity Interests of any direct or indirect
Subsidiary of the Company, whether by the Company or a direct or indirect
Subsidiary thereof (an "Asset Sale"), unless (1) within 450 days after the date
of such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer
Amount") are (a) applied to the optional redemption of the Securities in
accordance with the terms hereof and the Securities or to the repurchase of the
Securities pursuant to an irrevocable, unconditional cash offer (the "Asset Sale
Offer") to repurchase Securities at a purchase price (the "Asset Sale Offer
Price") of 100% of principal amount, plus accrued interest to the date of
payment, (b) invested in assets and property (other than notes, bonds,
obligations and securities) which in the good faith reasonable judgment of the
Board of the Company will immediately constitute or be a part of a Related
Business of the Company or a Subsidiary (if it continues to be a Subsidiary)
immediately following such transaction or (c) used to permanently retire or
reduce Senior Debt or Indebtedness permitted pursuant to paragraphs (d), (e) or
(f) under the definition of Permitted Indebtedness (including that in the case
of a revolver or similar arrangement that makes credit available, such
commitment is so permanently reduced by such amount), (2) with respect to any
Asset Sale or related series of Asset Sales involving securities, property or
assets with an aggregate fair market value in excess of $2.5 million, at least
75% of the consideration for such Asset Sale or series of related Asset Sales
(excluding the amount of (A) any Indebtedness (other than the Securities) that
is required to be repaid or assumed (and is either repaid or assumed by the
transferee of the related assets) by virtue of such Asset Sale and which is
secured by a Lien on the property or asset sold and (B) property received by the
Company or any such Subsidiary from the transferee that within 90 days of such
Asset Sale is converted into cash or Cash Equivalents) consists of cash or Cash
Equivalents (other than in the case of an Asset Swap or where the Company is
exchanging all or substantially all the assets of one or more Related Businesses
operated by the Company or its Subsidiaries (including by way of the transfer of
capital stock) for all or substantially all the assets (including by way of the
transfer of capital stock) constituting one or more Related Businesses operated
by another person, in which event the foregoing requirement with respect to the
receipt of cash or Cash Equivalents shall not apply), (3) no Default or Event of
Default shall have occurred and be continuing at the time of, or would occur
after giving effect, on a PRO FORMA basis, to, such Asset Sale, and (4) the
Board of the Company determines in good faith that the Company or such
Subsidiary, as applicable, receives fair market value for such Asset Sale.

         Notwithstanding the foregoing provisions of the first paragraph of
this covenant, with respect to an Asset Sale Offer, the Company shall not
commence an Asset Sale Offer for the Securities until such time as an Asset Sale
Offer for the 1994 9 3/4% Notes, the 1996 10 1/8% Notes and the 1996 9 3/4%
Notes in each case if required, has been completed.  To the extent that any
Excess Proceeds (as defined below) remain after expiration of an Asset Sale
Offer Period for the 1994 9 3/4% Notes, the 1996 10 1/8% Notes and the 1996
9 3/4% Notes, the Company may use the remaining Net Cash Proceeds, to the
extent Excess Proceeds exceeds $5,000,000, to commence an Asset Sale Offer for
the Securities; PROVIDED, that the amount of Net Cash Proceeds used for such
Asset Sale Offer for the Securities shall not exceed the Citicasters Asset Sale
Repurchase Amount and with respect to the 1996 10 1/8% Notes and the 1996 9 3/4%
Notes, the amount required under the covenant


                                          49




Limitation on Sale of Assets and Subsidiary Stock as set forth in the governing
indenture; PROVIDED, HOWEVER, that with respect to the 1994 9 3/4% Notes this
paragraph shall be of no further force and effect upon a 1994 9 3/4% Note Event
and with respect to the 1996 10 1/8% Notes and the 1996 9 3/4% Notes this
paragraph shall be of no further force and effect upon the earlier of (w) the
maturity of the 1996 10 1/8% Notes or the 1996 9 3/4% Notes, as applicable, (x)
the date upon which defeasance of the 1996 10 1/8% Notes or the 1996 9 3/4%
Notes, as applicable, becomes effective, (y) the date on which there are no
longer any 1996 10 1/8% Notes or the 1996 9 3/4% Notes, as applicable,
outstanding under the terms of the governing indenture and (z) the date on which
the Limitation on Sale of Assets and Subsidiary Stock covenant no longer applies
in accordance with the terms of the indenture governing the 1996 10 1/8% Notes
or the 1996 9 3/4% Notes, as applicable.

         In addition, notwithstanding the foregoing provisions of the first
paragraph of this covenant:

                   (i)    the Company and its Subsidiaries may convey, sell,
    lease, transfer, assign or otherwise dispose of assets pursuant to and in
    accordance with the provisions of Section 6.1;

                   (ii)   the Company and its Subsidiaries may sell or dispose
    of inventory or damaged, worn out or other obsolete property in the
    ordinary course of business so long as such property is no longer necessary
    for the proper conduct of the business of the Company or such Subsidiary,
    as applicable; and

                   (iii)  any of the Company's Subsidiaries may convey, sell,
    transfer, assign or otherwise dispose of assets to, or merge with or into,
    the Company or any of its Wholly owned Subsidiary Guarantors.

         The Company shall accumulate all Net Cash Proceeds (including any cash
as and when received from the proceeds of any property which itself was acquired
in consideration of an Asset Sale), and the aggregate amount of such accumulated
Net Cash Proceeds not used for the purposes permitted and within the time
provided by this Section 5.14 is referred to as the "Excess Proceeds."

         For purposes of this Section 5.14, "Excess Proceeds Date" means each
date on which the Excess Proceeds exceeds $_________.  Not later than ten
Business Days after each Excess Proceeds Date, the Company will commence an
Asset Sale Offer, to the Holders to purchase, on a PRO RATA basis, for Cash,
Securities having a principal amount equal to the Excess Proceeds Amount at the
Asset Sale Offer Price, equal to 100% of principal amount, plus accrued but
unpaid interest to, and including, the date (the "Purchase Date"), the
Securities tendered are purchased and paid for in accordance with this Section
5.14.  The Asset Sale Offer shall remain open for twenty Business Days, except
to the extent that a longer period is required by applicable law, but in any
case not more than sixty Business Days after such Excess Proceeds Date.  Notice
of an Asset Sale Offer will be sent on or before the commencement of any Asset
Sale Offer, by first-class mail, by the Company


                                          50




to each Holder at its registered address, with a copy to the Trustee.  The
notice to the Holders will contain all information, instructions and materials
required by applicable law or otherwise material to such Holders' decision to
tender Securities pursuant to the Asset Sale Offer.  The notice, which (to the
extent consistent with this Indenture) shall govern the terms of the Asset Sale
Offer, shall state:

              (1)  that the Asset Sale Offer is being made pursuant to such
notice and this Section 5.14;

              (2)  the Asset Sale Offer Amount, the Asset Sale Offer Price
(including the amount of accrued and unpaid interest), the Final Put Date (as
defined below), and the Purchase Date, which Purchase Date shall be on or prior
to 60 Business Days following the Excess Proceeds Date;

              (3)  that any Security or portion thereof not tendered or
accepted for payment will continue to accrue interest;

              (4)  that, unless the Company defaults in depositing Cash with
the Paying Agent in accordance with the immediately following paragraph of this
Section 5.14 or such payment is otherwise prevented, any Security, or portion
thereof, accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the Purchase Date;

              (5)  that Holders electing to have a Security, or portion
thereof, purchased pursuant to an Asset Sale Offer will be required to surrender
the Security, with any forms required by the Company completed, to the Paying
Agent (which may not for purposes of this Section 5.14, notwithstanding anything
in this Indenture to the contrary, be the Company or any Affiliate of the
Company) at the address specified in the notice prior to the close of business
on the earlier of (a) the third Business Day prior to the Purchase Date and (b)
the third Business Day following the expiration of the Asset Sale Offer (such
earlier date being the "Final Put Date");

              (6)  that Holders will be entitled to withdraw their elections,
in whole or in part, if the Paying Agent (which may not for purposes of this
Section 5.14, notwithstanding any other provision of this Indenture, be the
Company or any Affiliate of the Company) receives, up to the close of business
on the Final Put Date, a facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Securities the Holder is withdrawing
and a statement that such Holder is withdrawing his election to have such
principal amount of Securities purchased;

              (7)  that if Securities in a principal amount in excess of the
principal amount of Securities to be acquired pursuant to the Asset Sale Offer
are tendered and not withdrawn, the Trustee shall select the Securities to be
purchased on a PRO RATA basis (with such adjustments as may be deemed
appropriate by the Company so that only Securities in denominations of $1,000 or
integral multiples of $1,000 shall be acquired);


                                          51




              (8)  that Holders whose Securities were purchased only in part
will be issued new Securities equal in principal amount to the unpurchased
portion of the Securities surrendered; and

              (9)  a brief description of the circumstances and relevant facts
regarding such Asset Sales.

         On or before a Purchase Date, the Company shall, to the extent lawful,
(i) accept for payment Securities or portions thereof properly tendered pursuant
to the Asset Sale Offer on or before the Final Put Date (on a PRO RATA basis if
required pursuant to paragraph (7) of this Section 5.14), (ii) deposit with the
Paying Agent Cash sufficient to pay the Asset Sale Offer Price for all
Securities or portions thereof so tendered and accepted and (iii) deliver to the
Paying Agent Securities so accepted together with an Officers' Certificate
stating the Securities or portions thereof being purchased by the Company.  The
Paying Agent shall on each Purchase Date mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Asset Sale Offer Price
for such Securities, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered; PROVIDED that if the Purchase
Date is after a regular Record Date and on or prior to the Interest Payment Date
to which such Record Date relates, the accrued interest shall be payable to the
Holder of the purchased Securities registered on the relevant Record Date.  Any
Security not so accepted shall be promptly mailed or delivered by the Company to
the Holder thereof.

         All Net Cash Proceeds from an Event of Loss shall be applied to the
restoration, repair or replacement of the asset so affected or invested, used
for prepayment of Senior Debt, or used to repurchase Securities, all within the
period and as otherwise provided above in clauses 1(a), 1(b) or 1(c) of the
first paragraph of this covenant.

         In addition to the foregoing, the Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly make any Asset Sale of
any of the Equity Interests of any Subsidiary except pursuant to an Asset Sale
of all the Equity Interests of such Subsidiary.

         Any such Asset Sale Offer shall comply with all applicable laws, rules
and regulations, including Regulation 14E of the Exchange Act and the rules and
regulations thereunder and all other applicable Federal and State securities
laws, if applicable, and any provisions of this Indenture that conflict with
such laws shall be deemed to be superseded by the provisions of such laws.

         If the amount required to be paid by the Company in order to acquire
all Securities duly tendered by Holders (and not withdrawn) pursuant to an Asset
Sale Offer (the "Acceptance Amount"), made pursuant to the second paragraph of
this Section 5.14 is less than the Asset Sale Offer Amount, the excess of the
Asset Sale Offer Amount over the Acceptance Amount may be used by the Company
for general corporate purposes without restriction, unless otherwise restricted
by the other provisions of this Indenture.  Upon consummation of any Asset Sale
Offer made in accor-


                                          52




dance with the terms of this Indenture, the Accumulated Amount will be reduced
to zero irrespective of the amount of Securities tendered pursuant to the Asset
Sale Offer.

         Notwithstanding the foregoing provisions of clause (1)(b) in the first
paragraph of this Section 5.14, the Company may invest in a controlling interest
in the Capital Stock of an entity engaged in a Related Business; PROVIDED, that
concurrently with such an Investment, such entity becomes a Subsidiary
Guarantor.

         SECTION 5.15.  LIMITATION ON ASSET SWAPS.

         Neither the Company nor any of its Subsidiaries shall, and shall not
permit any of their Subsidiaries to, in one or a series of related transactions,
directly or indirectly, engage in any Asset Swaps, unless:  (i) at the time of
entering into the agreement to swap assets and immediately after giving effect
to the proposed Asset Swap, no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof; (ii) the Company
would, after giving PRO FORMA effect to the proposed Asset Swap, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Leverage Ratio in the covenant "Limitation on Inurrence of Additional
Indebtedness and Disqualified Capital Stock;" (iii) the respective fair market
values of the assets being purchased and sold by the Company or any of its
Subsidiaries (as determined in good faith by the management of the Company or,
if such Asset Swap includes consideration in excess of $__________, by the Board
of Directors of the Company, as evidenced by a Board Resolution) are
substantially the same at the time of entering into the agreement to swap
assets; and (iv) at the time of the consummation of the proposed Asset Swap, the
percentage of any decline in the fair market value (determined as aforesaid) of
the asset or assets being acquired by the Company and its Subsidiaries shall not
be significantly greater than the percentage of any decline in the fair market
value (determined as aforesaid) of the assets being disposed of by the Company
or its Subsidiaries, calculated from the time the agreement to swap assets was
entered into.

         SECTION 5.16.  LIMITATION ON LINES OF BUSINESS.

         The Company and its Subsidiaries shall not, and shall not permit any
of their Subsidiaries to, directly or indirectly, engage to any substantial
extent in any line or lines of business activity other than that which, in the
reasonable good faith judgment of the Board of Directors of the Company, is a
Related Business.

         SECTION 5.17.  RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK.

         Neither the Company nor the Guarantors shall sell, or permit any of
their Subsidiaries to issue or sell, any Equity Interests of any Subsidiary of
the Company to any person other than the Company or a Wholly owned Subsidiary of
the Company, except for Equity Interests with no preferences or special rights
or privileges and with no redemption or prepayment provisions.


                                          53




         SECTION 5.18.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

         Each of the Company and the Guarantors covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company or any Guarantor from paying all or any portion of the principal of,
premium of, or interest on the Securities as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) each of the Company and the Guarantors hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee or any
Paying Agent, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                      ARTICLE VI

                                SUCCESSOR CORPORATION

         SECTION 6.1.  LIMITATION ON MERGER, SALE OR CONSOLIDATION.

              (a)  The Company will not, directly or indirectly, consolidate
with or merge with or into another person or sell, lease, convey or transfer all
or substantially all of its assets (computed on a consolidated basis), whether
in a single transaction or a series of related transactions, to another person
or group of affiliated persons or adopt a Plan of Liquidation, unless (i) either
(a) the Company is the continuing entity or (b) the resulting, surviving or
transferee entity or in the case of a Plan of Liquidation, the entity which
receives the greatest value from such Plan of Liquidation is a corporation
organized under the laws of the United States, any state thereof or the District
of Columbia and expressly assumes by supplemental indenture all of the
obligations of the Company in connection with the Securities and this Indenture;
(ii) no Default or Event of Default shall exist or shall occur immediately after
giving effect on a PRO FORMA basis to such transaction; and (iii) immediately
after giving effect to such transaction on a PRO FORMA basis, the consolidated
resulting, surviving or transferee entity or, in the case of a Plan of
Liquidation, the entity which receives the greatest value from such Plan of
Liquidation would immediately thereafter be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio set forth in Section
5.11.

              (b)  For purposes of clause (a), the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.


                                          54




         SECTION 6.2.  SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company or consummation of a Plan of
Liquidation in accordance with Section 6.1 hereof, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made or, in the case of a Plan of Liquidation, the entity which
receives the greatest value from such Plan of Liquidation shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named herein as the Company, and when a successor corporation duly assumes all
of the obligations of the Company pursuant hereto and pursuant to the
Securities, the Company shall be released from such obligations under the
Securities and this Indenture except with respect to any obligations that arise
from or are related to, such transaction.


                                     ARTICLE VII

                            EVENTS OF DEFAULT AND REMEDIES

         SECTION 7.1.  EVENTS OF DEFAULT.

         "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be caused voluntarily or involuntarily or effected, without limitation, by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

              (1)  failure by the Company to pay any installment of interest
    upon the Securities as and when the same becomes due and payable, and the
    continuance of any such failure for a period of 30 days;

              (2)  failure by the Company to pay all or any part of the
    principal of or premium, if any, on the Securities when and as the same
    becomes due and payable at maturity, upon redemption, by acceleration, or
    otherwise, including, without limitation, default in the payment of the
    Change of Control Purchase Price in accordance with Article XI or the Asset
    Sale Offer Price in accordance with Section 5.14, or otherwise;

              (3)  failure by the Company or any Guarantor to observe or
    perform any other covenant or agreement contained in the Securities or this
    Indenture and, subject to certain exceptions, the continuance of such
    failure for a period of 60 days after written notice is given to the
    Company by the Trustee or to the Company and the Trustee by the Holders of
    at least 25% in aggregate principal amount of the Securities outstanding,
    specifying such default or breach, requiring it to be remedied and stating
    that such notice is a "Notice of Default" hereunder;


                                          55




              (4)  decree, judgment, or order by a court of competent
    jurisdiction shall have been entered adjudicating the Company or any of its
    Significant Subsidiaries as bankrupt or insolvent, or approving as properly
    filed a petition seeking reorganization of the Company or any of its
    Significant Subsidiaries under any bankruptcy or similar law, and such
    decree or order shall have continued undischarged and unstayed for a period
    of 60 consecutive days; or a decree, judgment or order of a court of
    competent jurisdiction appointing a receiver, liquidator, trustee, or
    assignee in bankruptcy or insolvency for the Company, any of its
    Significant Subsidiaries, or any substantial part of the property of any
    such Person, or for the winding up or liquidation of the affairs of any
    such Person, shall have been entered, and such decree, judgment, or order
    shall have remained in force undischarged and unstayed for a period of 60
    days;

              (5)  default in any issue of Indebtedness of the Company or any
    of its Subsidiaries with an aggregate principal amount in excess of $5.0
    million, in either case (a) resulting from the failure to pay principal at
    final maturity, or (b) as a result of which the maturity of such
    Indebtedness has been accelerated prior to its stated maturity;

              (6)  the Company or any of its Significant Subsidiaries shall
    institute proceedings to be adjudicated a voluntary bankrupt, or shall
    consent to the filing of a bankruptcy proceeding against it, or shall file
    a petition or answer or consent seeking reorganization under any bankruptcy
    or similar law or similar statute, or shall consent to the filing of any
    such petition, or shall consent to the appointment of a Custodian,
    receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of
    it or any substantial part of its assets or property, or shall make a
    general assignment for the benefit of creditors, or shall admit in writing
    its inability to pay its debts generally as they become due, fail generally
    to pay its debts as they become due, or take any corporate action in
    furtherance of any of the foregoing; or

              (7)  final unsatisfied judgments not covered by insurance
    aggregating in excess of $5.0 million at any one time shall be rendered
    against the Company or any of its Subsidiaries and not stayed, bonded or
    discharged for a period (during which execution shall not be effectively
    stayed) of 60 days (or, in the case of any such final judgment which
    provides for payment over time, which shall so remain unstayed, unbonded or
    undischarged beyond any applicable payment date provided therein).

         SECTION 7.2.  ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT.

         If an Event of Default occurs and is continuing (other than an Event
of Default specified in Section 7.1(4) or (6) relating to the Company or its
Significant Subsidiaries) then in every such case, unless the principal of all
of the Securities shall have already become due and payable, either the Trustee
or the Holders of 25% in aggregate principal amount of the Securities
outstanding, by a notice in writing to the Company (and to the Trustee if given
by Holders), may declare all of the principal and accrued interest thereon to be
due and payable immediately; PROVIDED, HOWEVER, that if any Senior Debt is
outstanding pursuant to the Credit Facility or other then-existing credit


                                          56




facilities of the Company upon a declaration of such acceleration, such
principal and interest shall be due and payable upon the earlier of (x) the
third Business Day after the sending to the Company and the Representative of
such written notice, unless such Event of Default is cured or waived prior to
such date and (y) the date of acceleration of any Senior Debt under the Credit
Facility or other then-existing credit facilities of the Company.  In the event
a declaration of acceleration resulting from an Event of Default described in
Section 7.1(5) above has occurred and is continuing, such declaration of
acceleration shall be automatically annulled if such default is cured or waived
or the holders of the Indebtedness which is the subject of such default have
rescinded their declaration of acceleration in respect of such Indebtedness
within five days thereof and the Trustee has received written notice or such
cure, wavier or rescission and no other Event of Default described in Section
7.1(5) above has occurred that has not been cured or waived within five days of
the declaration of such acceleration in respect of such Indebtedness.  If an
Event of Default specified in Section 7.1(4) or (6) above, relating to the
Company or any Significant Subsidiary occurs, all principal and accrued interest
thereon will be immediately due and payable on all outstanding Securities
without any declaration or other act on the part of Trustee or the Holders.

         At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VII, the Holders of not less
than a majority in aggregate principal amount of then outstanding Securities, by
written notice to the Company and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if:

              (1)  the Company has paid or deposited with the Trustee Cash
    sufficient to pay

                        (A)  all overdue interest on all Securities,

                        (B)  the principal of (and premium, if any,
    applicable to) any Securities which would become due other than by
    reason of such declaration of acceleration, and interest thereon at
    the rate borne by the Securities,

                        (C)  to the extent that payment of such interest
    is lawful, interest upon overdue interest at the rate borne by the
    Securities,

                        (D)  all sums paid or advanced by the Trustee
    hereunder and the compensation, expenses, disbursements and advances
    of the Trustee and its agents and counsel, and any other amounts due
    the Trustee under Section 8.7, and

              (2)  all Events of Default, other than the non-payment of the
    principal of, premium, if any, and interest on Securities which have become
    due solely by such declara-


                                          57



    tion of acceleration, have been cured or waived as provided in Section 7.12,
    including, if applicable, any Event of Default relating to the covenants
    contained in Section 11.1.

Notwithstanding the previous sentence of this Section 7.2, no waiver shall be
effective against any Holder for any Event of Default or event which with notice
or lapse of time or both would be an Event of Default with respect to (i) any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each outstanding Security affected thereby, unless all such
affected Holders agree, in writing, to waive such Event of Default or other
event and (ii) any provision requiring supermajority approval to amend, unless
such default has been waived by such a supermajority.  No such waiver shall cure
or waive any subsequent default or impair any right consequent thereon.

         SECTION 7.3.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

         The Company covenants that if an Event of Default in payment of
principal, premium, or interest specified in clause (1) or (2) of Section 7.1
occurs and is continuing, the Company shall, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal, premium (if any) and interest,
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate borne by the Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including compensation to, and expenses, disbursements and advances
of the Trustee and its agents and counsel and all other amounts due the Trustee
under Section 8.7.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         SECTION 7.4.  TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall


                                          58



then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal and premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise to take any and all actions under the TIA, including

              (1)  to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee and its agent
and counsel and all other amounts due the Trustee under Section 8.7) and of the
Holders allowed in such judicial proceeding, and

              (2)  to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, and any
other amounts due the Trustee under Section 8.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         SECTION 7.5.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust in favor of the Holders, and any recovery of
judgment shall, after provision for the payment of compensation to, and
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due the Trustee under Section 8.7, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

         SECTION 7.6.  PRIORITIES.

         Any money collected by the Trustee pursuant to this Article VII shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such


                                          59



money on account of principal, premium (if any) or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

         FIRST:  To the Trustee in payment of all amounts due pursuant to
Section 8.7;

         SECOND:  To the Holders in payment of the amounts then due and unpaid
for principal of, premium (if any) and interest on, the Securities in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal, premium (if any) and interest,
respectively; and

         THIRD:  To the Company or such other Person as may be lawfully
entitled thereto, the remainder, if any.

         The Trustee may, but shall not be obligated to, fix a record date and
payment date for any payment to the Holders under this Section 7.6.

         SECTION 7.7.  LIMITATION ON SUITS.

         No Holder of any Security shall have any right to order or direct the
Trustee to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

                   (A)  such Holder has previously given written notice to the
    Trustee of a continuing Event of Default;

                   (B)  the Holders of not less than 25% in aggregate principal
    amount of then outstanding Securities shall have made written request to
    the Trustee to institute proceedings in respect of such Event of Default in
    its own name as Trustee hereunder;

                   (C)  such Holder or Holders have offered to the Trustee
    reasonable security or indemnity against the costs, expenses and
    liabilities to be incurred or reasonably probable to be incurred in
    compliance with such request;

                   (D)  the Trustee for 60 days after its receipt of such
    notice, request and offer of indemnity has failed to institute any such
    proceeding; and

                   (E)  no direction inconsistent with such written request has
    been given to the Trustee during such 60-day period by the Holders of a
    majority in aggregate principal amount of the outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or


                                          60



prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all the Holders.

         SECTION 7.8.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

         Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and premium (if any) and interest on, such
Security on the Maturity Dates of such payments as expressed in such Security
(in the case of redemption, the Redemption Price on the applicable Redemption
Date, in the case of the Change of Control Payment, on the applicable Change of
Control Payment Date, and in the case of the Asset Sale Offer Price, on the
Purchase Date) and to institute suit for the enforcement of any such payment
after such respective dates, and such rights shall not be impaired without the
consent of such Holder.

         SECTION 7.9.  RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in Section 3.8, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         SECTION 7.10.  DELAY OR OMISSION NOT WAIVER.

         No delay or omission by the Trustee or by any Holder of any Security
to exercise any right or remedy arising upon any Event of Default shall impair
the exercise of any such right or remedy or constitute a waiver of any such
Event of Default.  Every right and remedy given by this Article VII or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

         SECTION 7.11.  CONTROL BY HOLDERS.

         The Holder or Holders of a majority in aggregate principal amount of
then outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee, PROVIDED, that

              (1)  such direction shall not be in conflict with any rule of law
    or with this Indenture or involve the Trustee in personal liability,


                                          61



              (2)  the Trustee shall not determine that the action so directed
    would be unjustly prejudicial to the Holders not taking part in such
    direction, and

              (3)  the Trustee may take any other action deemed proper by the
    Trustee which is not inconsistent with such direction.

         SECTION 7.12.  WAIVER OF PAST DEFAULT.

         Subject to Section 7.8, and prior to the declaration of acceleration
of the maturity of the Securities, the Holder or Holders of not less than a
majority in aggregate principal amount of the outstanding Securities may, on
behalf of all Holders,  waive any past default hereunder and its consequences,
except a default

                   (A)  in the payment of the principal of, premium, if any, or
    interest on, any Security as specified in clauses (1) and (2) of Section
    7.1 and not yet cured,

                   (B)  in respect of a covenant or provision hereof which,
    under Article X, cannot be modified or amended without the consent of the
    Holder of each outstanding Security affected, or

                   (C)  in respect of any provision hereof which, under Article
    X, cannot be modified, amended or waived without the consent of the Holders
    of a supermajority of the aggregate principal amount of the Securities at
    the time outstanding; PROVIDED, that any such waiver may be effected with
    the consent of the Holders of a supermajority of the aggregate principal
    amount of the Securities then outstanding.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair the exercise of any right arising therefrom.

         SECTION 7.13.  UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted to be taken by it
as Trustee, any court may in its discretion require the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 7.13 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of


                                          62




Holders, holding in the aggregate more than 10% in aggregate principal amount of
the outstanding Securities, or to any suit instituted by any Holder for
enforcement of the payment of principal of, or premium (if any) or interest on,
any Security on or after the respective Maturity Date expressed in such Security
(including, in the case of redemption, on or after the Redemption Date).

         SECTION 7.14.  RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Guarantors, the Trustee and
the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                                     ARTICLE VIII

                                       TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed, subject to
the terms hereof.

         SECTION 8.1.  DUTIES OF TRUSTEE.

              (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
his own affairs.

              (b)  Except during the continuance of an Event of Default:

              (1)  The Trustee need perform only those duties as are
    specifically set forth in this Indenture and no others, and no covenants or
    obligations shall be implied in or read into this Indenture which are
    adverse to the Trustee, and

              (2)  In the absence of bad faith on its part, the Trustee may
    conclusively rely, as to the truth of the statements and the correctness of
    the opinions expressed therein, upon certificates or opinions furnished to
    the Trustee and conforming to the requirements of this Indenture.  However,
    in the case of any such certificates or opinions which by any provision
    hereof are specifically required to be furnished to the Trustee, the
    Trustee shall examine the certificates and opinions to determine whether or
    not they conform to the requirements of this Indenture.


                                          63



              (c)  The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

              (1)  This paragraph does not limit the effect of paragraph (b) of
    this Section 8.1,

              (2)  The Trustee shall not be liable for any error of judgment
    made in good faith by a Trust Officer, unless it is proved that the Trustee
    was negligent in ascertaining the pertinent facts, and

              (3)  The Trustee shall not be liable with respect to any action
    it takes or omits to take in good faith in accordance with a direction
    received by it pursuant to Section 7.11.

              (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or at the request, order or direction of the Holders or in
the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

              (e)  Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section
8.1.

              (f)  The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company.
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law.

         SECTION 8.2.  RIGHTS OF TRUSTEE.

         Subject to Section 8.1:

              (a)  The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.

              (b)  Before the Trustee acts or refrains from acting, it may
consult with counsel of its selection and may require an Officers' Certificate
or an Opinion of Counsel, which shall conform to Sections 14.4 and 14.5.  The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or advice of counsel.

              (c)  The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed
with due care.


                                          64



              (d)  The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture, nor for any action
permitted to be taken or omitted hereunder by any Agent.

              (e)  The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit.

              (f)  The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

              (g)  Unless otherwise specifically provided for in this
Indenture, any demand, request, direction or notice from the Company or any
Guarantor shall be sufficient if signed by an Officer of the Company or such
Guarantor, as applicable.

              (h)  The Trustee shall have no duty to inquire as to the
performance of the Company's or any Guarantor's covenants in Article V hereof or
as to the performance by any Agent of its duties hereunder.  In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of Default
except any Default or Event of Default of which the Trustee shall have received
written notification or with respect to which a Trust Officer shall have actual
knowledge.

              (i)  Whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate.

         SECTION 8.3.  INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, any
Guarantor, any of their Subsidiaries, or their respective Affiliates with the
same rights it would have if it were not Trustee.  Any Agent may do the same
with like rights.  However, the Trustee must comply with Sections 8.10 and 8.11.

         SECTION 8.4.  TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities and it shall not be accountable for the
Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities, other than the Trustee's


                                          65



certificate of authentication (if executed by the Trustee), or the use or
application of any funds received by a Paying Agent other than the Trustee.

         SECTION 8.5.  NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
the uncured Default or Event of Default within 90 days after such Default or
Event of Default occurs.  Except in the case of a Default or an Event of Default
in payment of principal (or premium, if any) of, or interest on, any Security
(including the payment of the Change of Control Purchase Price on the Change of
Control Payment Date, the payment of the Redemption Price on the Redemption Date
and the payment of the Offer Price on the Purchase Date), the Trustee may
withhold the notice if and so long as a Trust Officer in good faith determines
that withholding the notice is in the interest of the Securityholders.

         SECTION 8.6.  REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after each [DATE] beginning with the [DATE] following
the date of this Indenture, the Trustee shall, if required by law, mail to each
Securityholder a brief report dated as of such [DATE] that complies with TIA
Section 313(a).  The Trustee also shall comply with TIA Sections 313(b) and
313(c).

         The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system.

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which the Securities are listed.

         SECTION 8.7.  COMPENSATION AND INDEMNITY.

         The Company and the Guarantors jointly and severally agree to pay to
the Trustee from time to time such compensation as shall be agreed upon in
writing between the Company and the Trustee for its services.  The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Company and the Guarantors shall reimburse the Trustee upon
request for all reasonable disbursements, expenses and advances incurred or made
by it in accordance with this Indenture.  Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents,
accountants, experts and counsel.

         The Company and the Guarantors jointly and severally agree to
indemnify the Trustee (in its capacity as Trustee) and each of its officers and
each of them, directors, attorneys-in-fact and agents for, and hold it harmless
against, any and all claim, demand, damage, expense (including but not limited
to reasonable compensation, disbursements and expenses of the Trustee's agents
and counsel), loss or liability incurred by it without negligence or bad faith
on the part of the Trustee,


                                          66



arising out of or in connection with the acceptance or administration of this
trust and its rights or duties hereunder including the reasonable costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.  The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity.  The Company and the Guarantors shall
defend the claim and the Trustee shall provide reasonable cooperation at the
Company's and the Guarantors' expense in the defense.  The Trustee may have
separate counsel and the Company and the Guarantors shall pay the reasonable
fees and expenses of such counsel.  The Company and the Guarantors need not pay
for any settlement made without their written consent.  The Company and the
Guarantors need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee through its negligence, bad
faith or willful misconduct.

         To secure the Company's and the Guarantors' payment obligations in
this Section 8.7, the Trustee shall have a lien prior to the Securities on all
assets held or collected by the Trustee, in its capacity as Trustee, except
assets held in trust to pay principal and premium, if any, of or interest on
particular Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 7.1(4) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The Company's and the Guarantors' obligations under this Section 8.7
and any lien arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Company's and the Guarantors' obligations pursuant
to Article IX of this Indenture and any rejection or termination of this
Indenture under any Bankruptcy Law.

         SECTION 8.8.  REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying the Company in writing.  The
Holder or Holders of a majority in aggregate principal amount of the outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee in
writing and may appoint a successor trustee with the Company's consent.  The
Company may remove the Trustee if:

              (a)  the Trustee fails to comply with Section 8.10;

              (b)  the Trustee is adjudged bankrupt or insolvent;

              (c)  a receiver, Custodian, or other public officer takes charge
of the Trustee or its property; or

              (d)  the Trustee becomes incapable of acting.


                                          67



         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office, the Holder
or Holders of a majority in aggregate principal amount of the Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that
and provided that all sums owing to the retiring Trustee provided for in Section
8.7 have been paid, the retiring Trustee shall transfer all property held by it
as trustee to the successor Trustee, subject to the lien provided in Section
8.7, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  A successor Trustee shall mail notice of its
succession to each Holder.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holder or Holders of at least 10% in aggregate principal amount of the
outstanding Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         If the Trustee fails to comply with Section 8.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
8.8, the Company and the Guarantors' obligations under Section 8.7 shall
continue for the benefit of the retiring Trustee.

         SECTION 8.9.  SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

         SECTION 8.10.  ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1), (2) and (5).  The Trustee shall have a combined capital and surplus
of at least $25,000,000 as set forth in its most recent published annual report
of condition.  The Trustee shall comply with TIA Section 310(b).


                                          68



         SECTION 8.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                      ARTICLE IX

                 DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 9.1.  DISCHARGE; OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.

         This Indenture shall cease to be of further effect (except that the
Company's and the Guarantors' obligations under Section 8.7 and the Trustee's
and the Paying Agent's obligations under Sections 9.6 and 9.7 shall survive)
when all outstanding Securities theretofore authenticated and issued have been
delivered (other than destroyed, lost or stolen Securities that have been
replaced or paid) to the Trustee for cancellation and the Company or the
Guarantors have paid all sums payable hereunder.  In addition, the Company may,
at its option and at any time, elect to have Section 9.2 or may, at any time,
elect to have Section 9.3 applied to all outstanding Securities upon compliance
with the conditions set forth below in this Article IX.

         SECTION 9.2.  LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 9.1 of the option applicable
to this Section 9.2, the Company and the Guarantors shall be deemed to have been
discharged from their respective obligations with respect to all outstanding
Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance").  For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 9.5 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder:  (a) the rights of
Holders of outstanding Securities to receive solely from the trust fund
described in Section 9.4, and as more fully set forth in such section, payments
in respect of the principal of, premium, if any, and interest on such Securities
when such payments are due, (b) the Company's obligations with respect to such
Securities under Sections 3.5, 3.7, 3.8, 3.11 and 5.2, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's and the
Guarantors' obligation in connection therewith and (d) this Article IX.  Upon
Legal Defeasance as provided herein, the Guarantee of each Guarantor shall be
fully released and discharged and the Trustee shall promptly execute and deliver
to the Company any documents reasonably requested by the Company to evidence or
effect the foregoing.  Subject to compliance


                                          69



with this Article IX, the Company may exercise its option under this Section 9.2
notwithstanding the prior exercise of its option under Section 9.3 with respect
to the Securities.

         SECTION 9.3.  COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 9.1 of the option applicable
to this Section 9.3, the Company and the Guarantors shall be released from their
respective obligations under the covenants contained in Sections 5.3, 5.5, 5.6,
5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16 and 5.17, Article VI,
Article XI and Article XII with respect to the outstanding Securities on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder.  For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Securities, the Company need not comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document (and Section
7.1(3) shall not apply to any such covenant), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.
In addition, upon the Company's exercise under Section 9.1 of the option
applicable to this Section 9.3, Sections 7.1(3) through 7.1(7) shall not
constitute Events of Default.  Upon Covenant Defeasance, as provided herein, the
Guarantee of each Guarantor shall be fully released and discharged and the
Trustee shall promptly execute and deliver to the Company any documents
reasonably requested by the Company to evidence or effect the foregoing.

         SECTION 9.4.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of either
Section 9.2 or Section 9.3 to the outstanding Securities:

              (a)  The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfactory to the Trustee
satisfying the requirements of Section 8.10 who shall agree to comply with the
provisions of this Article IX applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities, (a) Cash
in an amount, or (b) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
Cash in an amount, or (c) a combination thereof, in such amounts, as in each
case will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by the
Paying Agent (or other qualifying trustee) to pay and discharge the principal
of, premium, if any, and interest on the outstanding Securities on the Stated
Maturity or on the applicable Redemption Date, as the case may be, of such
principal or installment of principal, premium,


                                          70



if any, or interest; PROVIDED that the Paying Agent shall have been irrevocably
instructed to apply such Cash and the proceeds of such U.S. Government
Obligations to said payments with respect to the Securities.  The Paying Agent
shall promptly advise the Trustee in writing of any Cash or Securities deposited
pursuant to this Section 9.4;

              (b)  In the case of an election under Section 9.2, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company have
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the outstanding
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such Legal Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

              (c)  In the case of an election under Section 9.3, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
to the effect that the Holders of the outstanding Securities will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax in the same
amount, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

              (d)  No Default or Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such deposit or,
in so far as Section 7.1(4) or Section 7.1(6) is concerned, at any time in the
period ending on the 91st day after the date of such deposit (it being
understood that this condition is a condition subsequent which shall not be
deemed satisfied until the expiration of such period, but in the case of
Covenant Defeasance, the covenants which are defeased under Section 9.3 will
cease to be in effect unless an Event of Default under Section 7.1(4) or Section
7.1(6) occurs during such period);

              (e)  Such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company,
the Guarantors, or any of their Subsidiaries is a party or by which any of them
is bound;

              (f)  In the case of an election under either Section 9.2 or 9.3,
the Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit made by the Company pursuant to its election under Section 9.2
or 9.3 was not made by the Company with the intent of preferring the Holders
over other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others;

              (g)  The Company shall have delivered to the Trustee an Officers'
Certificate stating that the conditions precedent provided for have been
complied with; and


                                          71



              (h)  The Company shall have delivered to the Trustee an Opinion
of Counsel stating that the conditions set out in Section 9.4(a)(with respect to
the validity and perfection of the security interest), (b), (c) and (e) above.

              (i)  The Company or the Parent Guarantor shall have delivered to
the Trustee any required consent of the lenders under the Credit Facility or
other then-existing credit facilities of the Company to such defeasance or
covenant defeasance, as the case may be.

         SECTION 9.5.  DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to Section 9.6, all Cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Paying Agent (or other
qualifying trustee, collectively for purposes of this Section 9.5, the "Paying
Agent") pursuant to Section 9.4 in respect of the outstanding Securities shall
be held in trust and applied by the Paying Agent, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any other Paying Agent as the Trustee may determine, to the
Holders of such Securities of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 9.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         SECTION 9.6.  REPAYMENT TO THE COMPANY.

         Anything in this Article IX to the contrary notwithstanding, the
Trustee or the Paying Agent shall deliver or pay to the Company from time to
time upon the request of the Company any Cash or U.S. Government Obligations
held by it as provided in Section 9.4 hereof which in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 9.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

         Any Cash and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request; and the Holder of such Security shall
thereafter look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,


                                          72



before being required to make any such repayment, may at the expense of the
Company cause to (i) be published once, in the NEW YORK TIMES and THE WALL
STREET JOURNAL (national edition), or (ii) mail to each such Holder, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

         SECTION 9.7.  REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any Cash or U.S.
Government Obligations in accordance with Section 9.2 or 9.3, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's and the Guarantors' obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.2 or 8.3 until such time as the Trustee or Paying Agent is
permitted to apply such money in accordance with Section 9.2 and 9.3, as the
case may be; PROVIDED, HOWEVER, that, if the Company makes any payment of
principal of, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the Cash and U.S.
Government Obligations held by the Trustee or Paying Agent.

                                      ARTICLE X

                         AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 10.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holder, the Company or any Guarantor, when
authorized by Board Resolutions, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

              (1)  to cure any ambiguity, defect, or inconsistency, or make any
other provisions with respect to matters or questions arising under this
Indenture which shall not be inconsistent with the provisions of this Indenture,
provided such action pursuant to this clause shall not adversely affect the
interests of any Holder in any respect;

              (2)  to add to the covenants of the Company or the Guarantors for
the benefit of the Holders, or to surrender any right or power herein conferred
upon the Company or the Guarantors;

              (3)  to provide for additional collateral for or additional
Guarantors of the Securities;


                                          73



              (4)  to evidence the succession of another Person to the Company,
and the assumption by any such successor of the obligations of the Company,
herein and in the Securities in accordance with Article VI;

              (5)  to comply with the TIA;

              (6)  to evidence the succession of another corporation to any
Guarantor and assumption by any such successor of the Guaranty of such Guarantor
(as set forth in Section 12.4) in accordance with Article XIV;

              (7)  to evidence the release of any Guarantor in accordance with
Article XII;

              (8)  to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities;

              (9)  to add any additional Events of Default;

              (10) to add or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities of any series in bearer form, registrable or not registrable, and
with or without coupons, to permit Bearer Securities to be issued in exchange
for Registered Securities, to permit Bearer Securities to be issued in exchange
for Bearer Securities of other authorized denominations or to permit the
issuance of  Securities of any series in uncertificated form, PROVIDED that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect;

              (11) to change or eliminate any of the provisions of this
Indenture, PROVIDED that any such change or elimination shall become effective
only when there is no Outstanding Debt Security or coupon of any series created
prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision and as to which such supplemental indenture would
apply;

              (12) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities, PROVIDED that any such action shall not
adversely affect the interests of the Holders of Securities of such series or
any other series of Securities or any related coupons in any material respect;
or

              (13) to establish the form or terms of Securities and coupons, if
any, of any series as permitted by Sections 2.1 and 3.1.

         SECTION 10.2.  AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH
CONSENT OF HOLDERS.


                                          74



         Subject to Section 7.8, with the consent of the Holders of not less
than a majority in aggregate principal amount of then outstanding Securities, by
written act of said Holders delivered to the Company and the Trustee, the
Company or any Guarantor, when authorized by Board Resolutions, and the Trustee
may amend or supplement this Indenture or the Securities or enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or the Securities or of modifying in any manner the rights of the
Holders under this Indenture or the Securities.  Subject to Section 7.8, the
Holder or Holders of not less than a majority in aggregate principal amount of
then outstanding Securities may waive compliance by the Company or any Guarantor
with any provision of this Indenture or the Securities.  Notwithstanding any of
the above, however, no such amendment, supplemental indenture or waiver shall
without the consent of the Holders of not less than 75% of the aggregate
principal amounts of Securities at the time outstanding alter the terms or
provisions of Section 11.1 in a manner adverse to the Holders; and no such
amendment, supplemental indenture or waiver shall, without the consent of the
Holder of each outstanding Security affected thereby:

              (1)  change the Stated Maturity on any Security, or reduce the
principal amount thereof or the rate (or extend the time for payment) of
interest thereon or any premium payable upon the redemption thereof, or change
the place of payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or in the case of redemption, on or after the Redemption Date), or
reduce the Change of Control Purchase Price, the 1994 9 3/4% Note Purchase Price
or the Asset Sale Offer Price or alter the provisions (including the defined
terms used herein) regarding the right of the Company to redeem the Securities
in a manner adverse the Holders; or

              (2)  reduce the percentage in principal amount of the outstanding
Securities, the consent of whose Holders is required for any such amendment,
supplemental indenture or wavier provided for in this Indenture; or

              (3)  modify any of the waiver provisions, except to increase any
required percentage or to provide that certain other provision of this Indenture
cannot be modified or waived without the consent of the Holder of each
outstanding Note affected thereby.

         It shall not be necessary for the consent of the Holders under this
Section 10.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.


                                          75



         After an amendment, supplement or waiver under this Section 10.2 or
Section 10.4 becomes effective, it shall bind each Holder.

         In connection with any amendment, supplement or waiver under this
Article X, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

         SECTION 10.3.  COMPLIANCE WITH TIA.

         Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

         SECTION 10.4.  REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security.  However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security by written notice to the
Company or the Person designated by the Company as the Person to whom consents
should be sent if such revocation is received by the Company or such Person
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA.  If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.  No such consent shall be valid or effective for more than 90 days
after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (3) of Section 10.2, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; PROVIDED, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal and premium of and interest on a Security, on or after the respective
dates set for such amounts to become due and payable expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates.


                                          76



         SECTION 10.5.  NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the
Registrar or require the Holder to put an appropriate notation on the Security.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.  Any
failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment, supplement or waiver.

         SECTION 10.6.  TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article X; PROVIDED, that the Trustee may, but shall
not be obligated to, execute any such amendment, supplement or waiver which
affects the Trustee's own rights, duties or immunities under this Indenture.
The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article X is authorized or
permitted by this Indenture.

                                      ARTICLE XI

                             RIGHT TO REQUIRE REPURCHASE

         SECTION 11.1.  REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A
CHANGE OF CONTROL.

              (a)  In the event that a Change of Control has occurred, each
Holder shall have the right, at such Holder's option, pursuant to an irrevocable
and unconditional offer by the Company (the "Change of Control Offer"), to
require the Company to repurchase all or any part of such Holder's Securities
(PROVIDED, that the principal amount of such Securities at maturity must be
$1,000 or an integral multiple thereof) on a date (the "Change of Control
Purchase Date") that is no later than 35 Business Days after the Occurrence of
such Change of Control, at a cash price (the "Change of Control Purchase Price")
equal to 101% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the Change of Control Purchase Date.

              (b)  In the event of a Change of Control, the Company shall be
required to commence a Change of Control Offer as follows:

              (1)  the Change of Control Offer shall commence within 10
    Business Days following the occurrence of the Change of Control;


                                          77



              (2)  the Change of Control Offer shall remain open for 20
    Business Days, except to the extent that a longer period is required by
    applicable law, but in any case not more than 35 Business Days following
    commencement (the "Change of Control Offer Period");

              (3)  upon the expiration of a Change of Control Offer, the
    Company shall promptly purchase all of the properly tendered Securities at
    the Change of Control Purchase Price;

              (4)  if the Change of Control Payment Date is on or after a
    Record Date and on or before the related interest payment date, any accrued
    interest will be paid to the Person in whose name a Security is registered
    at the close of business on such Record Date, and no additional interest
    will be payable to Securityholders who tender Securities pursuant to the
    Change of Control Offer;

              (5)  the Company shall provide the Trustee and the Paying Agent
    with notice of the Change of Control Offer at least three Business Days
    before the commencement of any Change of Control Offer; and

              (6)  on or before the commencement of any Change of Control
    Offer, the Company or the Registrar (upon the request and at the expense of
    the Company) shall send, by first-class mail, a notice to each of the
    Securityholders, which (to the extent consistent with this Indenture) shall
    govern the terms of the Change of Control Offer and shall state:

                   (i)  that the Change of Control Offer is being made pursuant
    to such notice and this Section 11.1 and that all Securities, or portions
    thereof, tendered will be accepted for payment;

                   (ii)  the Change of Control Purchase Price (including the
    amount of accrued and unpaid interest, subject to clause (b)(4) above), the
    Change of Control Purchase Date and the Change of Control Put Date (as
    defined below);

                   (iii)  that any Security, or portion thereof, not tendered
    or accepted for payment will continue to accrue interest;

                   (iv)  that, unless the Company defaults in depositing Cash
    with the Paying Agent in accordance with the last paragraph of this Section
    11.1 or such payment is prevented, any Security, or portion thereof,
    accepted for payment pursuant to the Change of Control Offer shall cease to
    accrue interest after the Change of Control Purchase Date;

                   (v)  that Holders electing to have a Security, or portion
    thereof, purchased pursuant to a Change of Control Offer will be required
    to surrender the Security, with the form entitled "Option of Holder to
    Elect Purchase" on the reverse of the Security


                                          78



    completed, to the Paying Agent (which may not for purposes of this Section
    11.1, notwithstanding anything in this Indenture to the contrary, be the
    Company or any Affiliate of the Company) at the address specified in the
    notice prior to the close of business on the earlier of (a) the third
    Business Day prior to the Change of Control Payment Date and (b) the third
    Business Day following the expiration of the Change of Control Offer (such
    earlier date being the "Change of Control Put Date");

                   (vi)  that Holders will be entitled to withdraw their
    election, in whole or in part, if the Paying Agent (which may not for
    purposes of this Section 11.1, notwithstanding anything in this Indenture
    to the contrary, be the Company or any Affiliate of the Company) receives,
    up to the close of business on the Change of Control Put Date, a facsimile
    transmission or letter setting forth the name of the Holder, the principal
    amount of the Securities the Holder is withdrawing and a statement that
    such Holder is withdrawing his election to have such principal amount of
    Securities purchased; and

                   (vii)  a brief description of the events resulting in such
    Change of Control.

         Any such Change of Control Offer shall comply with all applicable
provisions of Federal and state laws, including those regulating tender offers,
if applicable, and any provisions of this Indenture which conflict with such
laws shall be deemed to be superseded by the provisions of such laws.

         On or before the Change of Control Purchase Date, the Company shall
(i) accept for payment Securities or portions thereof properly tendered pursuant
to the Change of Control Offer on or before the Change of Control Put Date, (ii)
deposit with the Paying Agent Cash sufficient to pay the Change of Control
Purchase Price for all Securities or portions thereof so tendered and (iii)
deliver to the Registrar Securities so accepted together with an Officers'
Certificate listing the aggregate principal amount of the Securities or portions
thereof being purchased by the Company.  The Paying Agent shall on the Change of
Control Purchase Date or promptly thereafter mail to Holders of Securities so
accepted payment in an amount equal to the Change of Control Purchase Price for
such Securities, and the Trustee or its authenticating agent shall promptly
authenticate and the Registrar shall mail or deliver (or cause to be transferred
by book entry) to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered; provided, however, that each
such new Security will be in a principal amount of $1,000 or an integral
multiple thereof.  Any Securities not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof.  The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the consummation thereof.


                                          79


                                     ARTICLE XII

                                      GUARANTEE

         SECTION 12.1.  GUARANTEE.

              (a)  In consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each of the Guarantors
hereby irrevocably and unconditionally guarantees (the "Guarantee"), jointly and
severally, to each Holder of a Security authenticated and delivered by the
trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the obligations
of the Company under this Indenture or the Securities, that:  (w) the principal
and premium (if any) of and interest on the Securities will be paid in full when
due, whether at the Maturity Date or Interest Payment Date, by acceleration,
call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise; (x) all other obligations of the Company to the Holders or the
trustee under this Indenture or the Securities will be promptly paid in full or
performed, all in accordance with the terms of this Indenture and the
securities; and (y) in case of any extension of time of payment or renewal of
any Securities or any of such other obligations, they will be paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration, call for redemption, upon a Change of
Control Offer, upon an Asset Sale Offer or otherwise.  Failing payment when due
of any amount so guaranteed for whatever reason, each Guarantor shall be jointly
and severally obligated to pay the same before failure so to pay becomes an
Event of Default.  If the Company or a Guarantor defaults in the payment of the
principal of, premium, if any, or interest on, the Securities when and as the
same shall become due, whether upon maturity, acceleration, call for redemption,
upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, without
the necessity of action by the Trustee or any Holder, each Guarantor shall be
required, jointly and severally, to promptly make such payment in full. 

              (b)  Each Guarantor hereby agrees that its obligations with regard
to this Guarantee shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any delays in obtaining or realizing upon or
failures to obtain or realize upon collateral, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstances
that might otherwise constitute a legal or equitable discharge or defense of a
guarantor (except as provided in Sections 12.4 and 12.5).  Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company or right to require the prior disposition
of the assets of the Company to meet its obligations, protest, notice and all
demands whatsoever and covenants that this Guarantee will not be
discharged(except to the extent released pursuant to Section 12.4 or 12.5)
except by complete performance of the obligations contained in the Securities
and this Indenture.

                                          80



              (c)  If any Holder or the Trustee is required by any court or
otherwise to return to either the Company or any Guarantor, or any Custodian,
trustee, or similar official acting in relation to the Company or such
Guarantor, any amount paid by either the Company or such Guarantor to the
trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect (except to the extent released
pursuant to Section 12.4 or 12.5).  Each Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.  Each Guarantor further agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other
hand,(i) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Section 7.2 for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration as to the
Company of the obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of those obligations as provided in Section 7.2,
those obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.

              (d)  Each Guarantor and by its acceptance of a Security issued
hereunder each Holder hereby confirms that it is the intention of all such
parties that the guarantee by such Guarantor set forth in Section 12.1(a) not
constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy
law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Actor any similar Federal or state law.  To effectuate the foregoing intention,
the Holders and such Guarantor hereby irrevocably agree that the obligations of
such Guarantor under its guarantee set forth in Section 12.1(a) shall be limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Guarantor and after giving effect to any collections
from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its guarantee or pursuant to the
following paragraph of this Section 12.1(d), result in the obligations of such
Guarantor under such guarantee not constituting such a fraudulent transfer or
conveyance.

         Each Guarantor that makes any payment or distribution under Section
12.1(a) shall be entitled to a contribution from each other Guarantor equal to
its Pro Rata Portion of such payment or distribution.  For purposes of the
foregoing, the "Pro Rata Portion" of any Guarantor means the percentage of the
net assets of all Guarantors held by such Guarantor, determined in accordance
with GAAP.

              (e)  It is the intention of each Guarantor and the Company that
the obligations of each Guarantor hereunder shall be joint and several and in,
but not in excess of, the maximum amount permitted by applicable law. 
Accordingly, if the obligations in respect of the Guarantee would be annulled,
avoided or subordinated to the creditors of any Guarantor by a court of
competent jurisdiction in a proceeding actually pending before such court as a
result of a determination both that such Guarantee was made without fair
consideration and, immediately after giving effect thereto, such Guarantor was
insolvent or unable to pay its debts as they mature or left with an unreasonably
small capital, then the obligations of such Guarantor under such Guarantee shall
be reduced by such court if and to the extent such reduction would result in the
avoidance of 

                                          81



such annulment, avoidance or subordination; PROVIDED, HOWEVER, that
any reduction pursuant to this paragraph shall be made in the smallest amount as
is strictly necessary to reach such result.  For purposes of this paragraph,
"fair consideration", "insolvency", "unable to pay its debts as they mature",
"unreasonably small capital" and the effective times of reductions, if any,
required by this paragraph shall be determined in accordance with applicable
law.

         SECTION 12.2.  EXECUTION AND DELIVERY OF GUARANTEE.

         Each Guarantor shall be deemed to have signed on each Security issued
hereunder the notation of guarantee set forth in Section 2.4 to the same extent
as if the signature of such Guarantor appeared on such Security.  The delivery
of any Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the guarantee set forth in Section 12.1 on
behalf of each Guarantor.  The notation of a guarantee set forth on any Security
shall be null and void and of no further effect with respect to the guarantee of
any Guarantor which, pursuant to Section 12.4 or Section 12.5, is released from
such guarantee.

         SECTION 12.3.  SUBSIDIARY GUARANTORS.

         All present Subsidiaries of the Company and their Subsidiaries, and
(ii) all future Subsidiaries of the Company and their Subsidiaries, which are
not prohibited from becoming guarantors by law or by the terms of any Acquired
Indebtedness or any agreement (other than an agreement entered into in
connection with the transaction resulting in such person becoming a Subsidiary
of the Company or its Subsidiaries) to which such Subsidiary is a party ("Future
Subsidiary Guarantors"), jointly and severally, will guarantee irrevocably and
unconditionally all principal, premium, if any, and interest on the Securities
on the basis set forth in the applicable prospectus supplement; PROVIDED,
HOWEVER, that upon any change in the law, Acquired Indebtedness or any agreement
(whether by expiration, termination or otherwise) which no longer prohibits a
Subsidiary of the Company from becoming a Subsidiary Guarantor, such Subsidiary
shall immediately thereafter become a Subsidiary Guarantor; PROVIDED, FURTHER,
in the event that any Subsidiary of the Company or their Subsidiaries becomes a
guarantor of any other Indebtedness of the Company or any of its Subsidiaries or
any of their Subsidiaries, such Subsidiary shall immediately thereafter become a
Subsidiary Guarantor.

         SECTION 12.4.  GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

              (a)  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of a Guarantor with or into
the Company or any other Guarantor.  Upon any such consolidation or merger, the
guarantees (as set forth in Section 12.1) of the Guarantor which is not the
survivor of the merger or consolidation, and of any Subsidiary of such Guarantor
that is also a Guarantor, shall be released and shall no longer have any force
or effect.

              (b)  Nothing contained in this Indenture shall prevent any sale
or conveyance of assets of any Guarantor (whether or not constituting all or
substantially all of the assets of such

                                          82



Guarantor) to any Person, provided that the Company shall comply with the
provisions of Section 5.14 and 5.17, and provided further that, in the event
that all or substantially all of the assets of a Guarantor are sold or conveyed,
the guarantees of such Guarantor (as set forth in Section 12.1) shall be
released and shall no longer have any force or effect.

              (c)  Except as provided in Section 12.4(a) or Section 12.5, each
Guarantor shall not, directly or indirectly, consolidate with or merge with or
into another Person, unless (i) either (a) the Guarantor is the continuing
entity or (b) the resulting or surviving entity is a corporation organized under
the laws of the United States, any state thereof or the District of Columbia and
expressly assumes by supplemental indenture all of the obligations of the
Guarantor in connection with the Securities and this Indenture; (ii) no Default
or Event of Default would occur as a consequence of (after giving effect, on a
PRO FORMA basis, to) such transaction; and (iii) the Guarantor has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation or merger and if a supplemental indenture is required,
such supplemental indenture comply with this Indenture and that all conditions
precedent herein relating to such transaction have been satisfied. 

              (d)  Upon any consolidation or merger of a Guarantor in accordance
with Section 12.4 hereof, the successor corporation formed by such consolidation
or into which the Guarantor is merged shall succeed to, and be substituted for,
and may exercise every right and power of, the Guarantor under this Indenture
with the same effect as if such successor corporation had been named herein as
the Guarantor, and when a successor corporation duly assumes all of the
obligations of the Guarantor pursuant hereto and pursuant to the Securities, the
Guarantor shall be released from such obligations.

         SECTION 12.5.  RELEASE OF GUARANTORS.

              (a)  Without any further notice or action being required by any
Person, any Guarantor, and each Subsidiary of such Guarantor that is also a
Guarantor, shall be fully and conditionally released and discharged from all
obligations under its guarantee and this Indenture, upon (i) the sale or other
disposition of all or substantially all of the assets or properties of such
Guarantor, or 50% or more of the Equity Interests of any such Guarantor to
Persons other than the Company and their Subsidiaries or (ii) the consolidation
or merger of any such Guarantor with any Person other than the Company or a
Subsidiary of the Company, if, as a result of such consolidation or merger,
Persons other than the Company and their Subsidiaries beneficially own more than
50% of the capital stock of such Guarantor, PROVIDED that, in either such case,
the Net Cash Proceeds of such sale, disposition, merger or consolidation are
applied in accordance with Section 5.14 of this Indenture; or (iii) a Legal
Defeasance or Covenant Defeasance, as set forth in Article IX.  

              (b)  The releases and discharges set forth in Section 12.5(a)
shall be effective (i) in the case of releases and discharges effected pursuant
to clause (i) or (ii) of Section 12.5(a) by virtue of a sale, disposition,
consolidation or merger, on the date of consummation thereof and (ii) in the
case of releases and discharges effected pursuant to clause (iii) of Section
12.5(a), upon the

                                          83



date of Covenant Defeasance or Legal Defeasance, as applicable.  At the written
request of the Company, the Trustee shall promptly execute and deliver
appropriate instruments in forms reasonably acceptable to the Company evidencing
and further implementing any releases and discharges pursuant to the foregoing
provisions.  If the Company desires the instruments evidencing or implementing
any releases or discharges to be executed prior to the effectiveness of such
releases and discharges as set forth above, such instruments may be made
conditional upon the occurrence of the events necessary to cause the
effectiveness of such releases and discharges, as specified in the first
sentence of this Section 12.5.

              (c)  Notwithstanding the foregoing provisions of this Article XII,
(i) any Guarantor whose guarantee would otherwise be released pursuant to the
provisions of this Section 12.5 may elect, by written notice to the Trustee, to
maintain such guarantee in effect notwithstanding the event or events that
otherwise would cause the release of such guarantee (which election to maintain
such guarantee in effect may be conditional or for a limited period of time),
and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by
written notice to the Trustee, to become a Guarantor (which election may be
conditional or for a limited period of time).

         SECTION 12.6.  CERTAIN BANKRUPTCY EVENTS.

         Each Guarantor hereby covenants and agrees, to the fullest extent that
it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the Bankruptcy Law or otherwise.

                                     ARTICLE XIII

                                      CONVERSION

         SECTION 13.1.  APPLICABILITY; CONVERSION PRIVILEGE.      

         Except as otherwise specified pursuant to Section 3.1 for Securities of
any series, the provisions of this Article shall be applicable to any Securities
that are convertible into Jacor Common Stock or Jacor Preferred Stock.  If so
provided pursuant to Section 3.1 with respect to the Securities of any series,
the Holder of a Security of such series shall have the right, at such Holder's
option, to convert, in accordance with the terms of such series of Securities
and this Article, all or any part (in a denomination of, unless otherwise
specified pursuant to Section 3.1 with respect to Securities of such series,
$1,000 in principal amount or any integral multiple thereof) of such Security
into shares of Jacor Common Stock or Jacor Preferred Stock or, as to any
Securities called for redemption, at any time prior to the time and date fixed
for such redemption (unless the Company shall default in the payment of the
Redemption Price, in which case such right shall not terminate at such time and
date).

                                          84



         SECTION 13.2.  CONVERSION PROCEDURE; CONVERSION PRICE; NO FRACTIONAL
SHARES.
         (a)  Each Security to which this Article is applicable shall be
convertible at the office of the Conversion Agent, and at such other place or
places, if any, specified pursuant to Section 3.1 with respect to the Securities
of such series, into fully paid and nonassessable shares (calculated to the
nearest 1/100th of a share) of Jacor Common Stock or Jacor Preferred Stock.  The
Securities will be converted into shares of Jacor Common Stock or Jacor
Preferred Stock at the Conversion Price therefor.  No payment or adjustment
shall be made in respect of dividends on the Jacor Common Stock or Jacor
Preferred Stock or accrued interest on a converted Security except as described
in Section 13.9.  The Parent Guarantor shall not, in connection with any
conversion of Securities, issue a fraction of a share of Jacor Common Stock or
Jacor Preferred Stock.  The Parent Guarantor shall, subject to Section 13.3(4),
make a cash payment (calculated to the nearest cent) equal to such fraction
multiplied by the Closing Price of the Jacor Common Stock or Jacor Preferred
Stock, as applicable, on the last Trading Day prior to the date of conversion.
 
         (b)  Before any Holder of a Security shall be entitled to convert the
same into Jacor Common Stock or Jacor Preferred Stock, such Holder shall
surrender such Security duly endorsed to the Company or in blank, or, in the
case of Bearer Securities, together with any unmatured coupons and any matured
coupons in default attached thereto, at the office of the Conversion Agent or at
such other place or places, if any, specified pursuant to Section 3.1 (in the
case of Registered Securities) and at an office of the Conversion Agent or at
such other place or places, if any, outside of the United States as is specified
pursuant to Section 3.1 (in the case of Bearer Securities), and shall give
written notice to the Company at said office or place that such Holder elects to
convert the same and shall state in writing therein the principal amount of
Securities to be converted and the name or names (with addresses) in which such
Holder wishes the certificate or certificates for Jacor Common Stock or Jacor
Preferred Stock to be issued; PROVIDED, HOWEVER, that no Security or portion
thereof shall be accepted for conversion unless the principal amount of such
Security or such portion, when added to the principal amount of all other
Securities or portions thereof then being surrendered by the Holder thereof for
conversion, exceeds the then-effective Conversion Price with respect thereto. 
If the Holder of a Bearer Security is unable to produce any such unmatured
coupon or coupons or matured coupon or coupons in default, then such conversion
may be effected if the Bearer Securities to be surrendered for conversion are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless.  If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, then such Holder shall be entitled
to receive the amount of such payment; PROVIDED, HOWEVER, that, except as
otherwise provided in Section 5.2, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States.  If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares of Jacor Common Stock or Jacor Preferred Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the

                                          85


   
Securities (or specified portions thereof to the extent permitted thereby) so
surrendered.  Subject to the next succeeding sentence, the Parent Guarantor
will, as soon as practicable thereafter, issue and deliver at said office or
place to such Holder of a Security, or to such Holder's nominee or nominees,
certificates for the number of full shares of Jacor Common Stock or Jacor
Preferred Stock to which such Holder shall be entitled as aforesaid, together
with cash in lieu of any fraction of a share to which such Holder would
otherwise be entitled.  The Parent Guarantor shall not be required to deliver
certificates for shares of Jacor Common Stock or Jacor Preferred Stock while the
stock transfer books for such stock or the security register are duly closed for
any purpose, but certificates for shares of Jacor Common Stock or Jacor
Preferred Stock shall be issued and delivered as soon as practicable after the
opening of such books or Security Register.  A Security shall be deemed to have
been converted as of the close of business on the date of the surrender of such
Security for conversion as provided above, and the Person or Persons entitled to
receive the Jacor Common Stock or Jacor Preferred Stock issuable upon such
conversion shall be treated for all purposes as the record Holder or Holders of
such Jacor Common Stock or Jacor Preferred Stock as of the close of business on
such date.  In case any Security shall be surrendered for partial conversion,
the Company shall execute and the Trustee shall authenticate and deliver to or
upon the written order of the Holder of the Securities so surrendered, without
charge to such Holder (subject to the provisions of Section 13.8), a new
Security or Securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Security.
    
         SECTION 13.3.  ADJUSTMENT OF CONVERSION PRICE.

         The Conversion Price with respect to any Security which is convertible
into Jacor Common Stock or Jacor Preferred Stock shall be adjusted from time to
time as follows:

         (1)  In case the Parent Guarantor shall, at any time or from time to
time while any of such Securities are outstanding, (i) pay a dividend in shares
of the Jacor Common Stock or Jacor Preferred Stock to holders of Jacor Common
Stock or Jacor Preferred Stock, respectively, (ii) combine its outstanding
shares of Jacor Common Stock or Jacor Preferred Stock into a smaller number of
shares of  Jacor Common Stock or Jacor Preferred Stock, respectively, (iii)
subdivide its outstanding shares of Jacor Common Stock or Jacor Preferred Stock
into a greater number of shares of Jacor Common Stock or Jacor Preferred Stock,
respectively, or (iv) make a distribution in shares of Jacor Common Stock or
Jacor Preferred Stock to holders of Jacor Common Stock or Jacor Preferred Stock,
respectively, then the Conversion Price in effect immediately before such action
shall be adjusted so that the Holders of such Securities, upon conversion
thereof into Jacor Common  Stock or Jacor Preferred Stock immediately following
such event, shall be entitled to receive the kind and amount of shares of Jacor
Common Stock or Jacor Preferred Stock which they would have owned or been
entitled to receive upon or by reason of such event if such Securities had been
converted immediately before the record date (or, if no record date, the
effective date) for such event.  An adjustment made pursuant to this Section
13.3(1) shall become effective retroactively immediately after the record date
in the case of a dividend or distribution and shall become effective
retroactively immediately after the effective date in the case of a subdivision
or combination.  For the purposes of this Section 13.3(1), each Holder of
Securities shall be deemed to have failed to

                                          86



exercise any right to elect the kind or amount of securities receivable upon the
payment of any such dividend, subdivision, combination or distribution
(PROVIDED, that if the kind or amount of securities receivable upon such
dividend, subdivision, combination or distribution is not the same for each
nonelecting share, then the kind and amount of securities or other property
receivable upon such dividend, subdivision, combination or distribution for each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares).

         (2)  In case the Parent Guarantor shall, at any time or from time to 
time while any of such Securities are outstanding, issue rights or warrants 
to all holders of shares of Jacor Common Stock or Jacor Preferred Stock 
entitling them (for a period expiring within 45 days after the record date 
for such issuance) to subscribe for or purchase shares of Jacor Common Stock 
or Jacor Preferred Stock (or securities convertible into shares of Jacor 
Common Stock or Jacor Preferred Stock) at a price per share less than the 
Current Market Price of the Jacor Common Stock or Jacor Preferred Stock at 
such record date (treating the price per share of the securities convertible 
into Jacor Common Stock or Jacor Preferred Stock as equal to (x) the sum of 
(i) the price for a unit of the security convertible into Jacor Common Stock 
or Jacor Preferred Stock and (ii) any additional consideration initially 
payable upon the conversion of such security into Jacor Common Stock or Jacor 
Preferred Stock divided by (y) the number of shares of Jacor Common Stock or 
Jacor Preferred Stock initially underlying such convertible security), the 
Conversion Price with respect to such Securities shall be adjusted so that it 
shall equal the price determined by dividing the Conversion Price in effect 
immediately prior to the date of issuance of such rights or warrants by a 
fraction, the numerator of which shall be the number of shares of Jacor 
Common Stock or Jacor Preferred Stock outstanding on the date of issuance of 
such rights or warrants plus the number of additional shares of Jacor Common 
Stock or Jacor Preferred Stock offered for subscription or purchase (or into 
which the convertible securities so offered are initially convertible), and 
the denominator of  which shall be the number of shares of Jacor Common Stock 
or Jacor Preferred Stock outstanding on the date of issuance of securities 
which the aggregate offering price of the total number of shares of 
securities so offered for subscription or purchase (or the aggregate purchase 
price of the convertible securities so offered plus the aggregate amount of 
any additional consideration initially payable upon conversion of such 
securities into Jacor Common Stock or Jacor Preferred Stock) would purchase 
at such Current Market Price of the Jacor Common Stock or Jacor Preferred 
Stock. Such adjustment shall become effective retroactively immediately after 
the record date for the determination of stockholders entitled to receive 
such rights or warrants.

         (3)  In the case the Parent Guarantor shall, at any time or from time
to time while any of such Securities are outstanding, distribute to all holders
of shares of Jacor Common Stock or Jacor Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Parent Guarantor is the continuing corporation and the Jacor Common Stock or
Jacor Preferred Stock is not changed or exchanged) cash, evidences of its
indebtedness, securities or assets (excluding (i) regular periodic cash
dividends in amounts, if any, determined from time to time by the Board of
Directors, (ii) dividends payable in shares of Jacor Common Stock or Jacor
Preferred Stock for which adjustment is made under Section 13.3(1) or (iii)
rights or warrants to subscribe for or purchase securities of the Parent
Guarantor (excluding those referred to in Section 13.3(2)), then

                                          87



in each such case the Conversion Price with respect to such Securities
determined by dividing the Conversion Price in effect immediately prior to the
date of such distribution by a fraction, the numerator of which shall be the
Current Market Price of the Jacor Common Stock or Jacor Preferred Stock on the
record date referred to below, and the denominator of which shall be such
Current Market Price of the Jacor Common Stock or Jacor Preferred Stock less the
then fair market value (as determined by the Board of Directors of the Parent
Guarantor, whose determination shall be conclusive) of the portion of the cash
or assets or evidences of indebtedness or securities so distributed or of such
subscription rights or warrants applicable to one share of Jacor Common Stock or
Jacor Preferred Stock (PROVIDED that such denominator shall never be less than
1.0); PROVIDED, HOWEVER, that no adjustment shall be made with respect to any
distribution of rights to purchase securities of the Parent Guarantor if a
Holder of Securities would otherwise be entitled to receive such rights upon
conversion at any time of such Securities into Jacor Common Stock or Jacor
Preferred Stock unless such rights are subsequently redeemed by the Parent
Guarantor, in which case such redemption shall be treated for purposes of this
Section as a dividend on the Jacor Common Stock or Jacor Preferred Stock.  Such
adjustment shall become effective retroactively immediately after the record
date for the determination of stockholders entitled to receive such
distribution; and in the event that such distribution is not so made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such record date had not been fixed.

         (4)  The Company and the Parent Guarantor shall be entitled to make 
such additional adjustments in the Conversion Price, in addition to those 
required by subsections 13.3(1), 13.2(2), and 13.3(3), as shall be necessary 
in order that any dividend or distribution of Jacor Common Stock or Jacor 
Preferred Stock, any subdivision, reclassification or combination of shares 
of Jacor Common Stock or Jacor Preferred Stock or any issuance of rights or 
warrants referred to above shall not be taxable to the holders of Jacor 
Common Stock or Jacor Preferred Stock for United States Federal income tax 
purposes.

         (5)  In any case in which this Section 13.3 shall require that any
adjustment be made effective as of or retroactively immediately following a
record date, the Parent Guarantor may elect to defer (but only for five (5)
Trading Days following the filing of the statement referred to in Section 13.5)
issuing to the Holder of any Securities converted after such record date the
shares of Jacor Common Stock or Jacor Preferred Stock and other capital stock of
the Parent Guarantor issuable upon such conversion over and above the shares of
Jacor Common Stock or Jacor Preferred Stock and other capital stock of the
Parent Guarantor issuable upon such conversion on the basis of the Conversion
Price prior to adjustment; PROVIDED, HOWEVER, that the Parent Guarantor shall
deliver to such Holder a due bill or other appropriate instrument evidencing
such Holder's right to receive such additional shares upon the occurrence of the
event requiring such adjustment. 

         (6)  All calculations under this Section 13.3 shall be made to the
nearest cent or one-hundredth of a share of security, with one-half cent and
0.005 of a share, respectively, being rounded upward.  Notwithstanding any other
provision of this Section 13.3, the Company and Parent Guarantor shall not be
required to make any adjustment of the Conversion Price unless such adjustment
would require an increase or decrease of at least 1% of such price.  Any lesser
adjustment

                                          88



shall be carried forward and shall be made at the time of, and together with,
the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to an increase or decrease of at
least 1% in such price.  Any adjustments under this Section 13.3 shall be made
successively whenever an event requiring such an adjustment occurs.

         (7)  In the event that at any time, as a result of an adjustment made
pursuant to this Section 13.3, the Holder of any Security thereafter surrendered
for conversion shall become entitled to receive any shares of stock of the
Parent Guarantor other than shares of Jacor Common Stock or Jacor Preferred
Stock into which the Securities originally were convertible, the Conversion
Price of such other shares so receivable upon conversion of any such Security
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to Jacor Common
Stock or Jacor Preferred Stock contained in subparagraphs (1) through (6) of
this Section 13.3, and the provisions of Sections 13.1, 13.2 and 13.4 through
13.9 with respect to  the Jacor Common Stock or Jacor Preferred Stock shall
apply on like or similar terms to any such other shares and the determination of
the Board of Directors as to any such adjustment shall be conclusive.

         (8)  No adjustment shall be made pursuant to this Section:  (i) if the
effect thereof would be to reduce the Conversion Price below the par value (if
any) of the Jacor Common Stock or Jacor Preferred Stock or (ii) subject to
Section 13.3(5) hereof, with respect to any Security that is converted prior to
the time such adjustment otherwise would be made. 

         SECTION 13.4.  CONSOLIDATION OR MERGER OF THE PARENT GUARANTOR.

         In case of either (a) any consolidation or merger to which the Parent
Guarantor is a party, other than a merger or consolidation in which the Parent
Guarantor is the surviving or continuing corporation and which does not result
in a reclassification of, or change (other than a change in par value or from
par value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Jacor Common Stock or
Jacor Preferred Stock or (b) any sale or conveyance of all or substantially all
of the property and assets of the Parent Guarantor to another Person, each
Security then outstanding shall be convertible from and after such merger,
consolidation, sale or conveyance of property and assets into the kind and
amount of shares of stock or other securities and property (including cash)
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Jacor Common Stock or Jacor Preferred Stock into which
such Securities would have been converted immediately prior to such
consolidation, merger, sale or conveyance, subject to adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article (and assuming such holder of Jacor Common Stock or Jacor Preferred
Stock failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance (PROVIDED that, if the kind or
amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance is not the same for each
nonelecting share, then the kind and amount of securities, cash or other
property (including cash) receivable upon such consolidation, merger, sale or
conveyance for each

                                          89



nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares or securities)).  The Parent
Guarantor shall not enter into any of the transactions referred to in clause (a)
or (b) of the preceding sentence unless effective provision shall be made so as
to give effect to the provisions set forth in this Section 13.4.  The provisions
of this Section 13.4 shall apply similarly to successive consolidations,
mergers, sales or conveyances.

         SECTION 13.5.  NOTICE OF ADJUSTMENT.

         Whenever an adjustment in the Conversion Price with respect to a
series of Securities is required:

         (1) the Company shall forthwith place on file with the Trustee and any
Conversion Agent for such Securities a certificate of the Treasurer of the
Company, stating the adjusted Conversion Price determined as provided herein and
setting forth in reasonable detail such facts as shall be necessary to show the
reason for and the manner of computing such adjustment, such certificate to be
conclusive evidence that the adjustment is correct; and 

         (2)  a notice stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price shall forthwith be given by the
Company, or at the Company's request, by the Trustee in the name and at the
expense of the Company.  Any notice so given shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice.

         SECTION 13.6.  NOTICE IN CERTAIN EVENTS.

         In case:

         (1)  of a consolidation or merger to which the Company is a party and
for which approval of any stockholders of the Company is required, or of the
sale or conveyance to another Person or entity or group of Persons or entities
acting in concert as a partnership, limited partnership, syndicate or other
group (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) of all or substantially all of the property and assets of the
Company; or

         (2)  of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

         (3)  of any action triggering an adjustment of the Conversion Price
pursuant to this Article;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Securities, and shall cause to be given, to
the Holders of record of applicable Securities, at least fifteen (15) days prior
to the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of any distribution or grant of
rights or warrants triggering an adjustment to the Conversion Price pursuant to
this Article, or, if a record is

                                          90



not to be taken, the date as of which the holders of record or Jacor Common
Stock or Jacor Preferred Stock entitled to such distribution, rights or warrants
are to be determined, or (y) the date on which any reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
triggering an adjustment to the Conversion Price pursuant to this Article is
expected to become effective, and the date as of which it is expected that
holders of Jacor Common Stock or Jacor Preferred Stock of record shall be
entitled to exchange their Jacor Common Stock or Jacor Preferred Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

         Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (1), (2), or (3) of
this Section.

         SECTION 13.7.  PARENT GUARANTOR TO RESERVE STOCK; REGISTRATION;
LISTING.

         (a)  The Parent Guarantor shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
shares of Jacor Common Stock or Jacor Preferred Stock, for the purpose of
effecting the conversion of the Securities, such number of its duly authorized
shares of Jacor Common Stock or Jacor Preferred Stock as shall from time to time
be sufficient to effect the conversion of all applicable outstanding Securities
into such Jacor Common Stock or Jacor Preferred Stock at any time (assuming
that, at the time of the computation of such number of shares or securities, all
such Securities would be held by a single holder); PROVIDED, HOWEVER, that
nothing contained herein shall preclude the Parent Guarantor from satisfying its
obligations in respect of the conversion of the Securities by delivery of
purchased shares of Jacor Common Stock or Jacor Preferred Stock which are held
in the treasury of the Parent Guarantor.  The Parent Guarantor shall from time
to time, in accordance with the laws of the State of Delaware, use its best
efforts to cause the authorized amount of the Jacor Common Stock or Jacor
Preferred Stock to be increased if the aggregate of the authorized amount of the
Jacor Common Stock or Jacor Preferred Stock remaining unissued and the issued
shares of such Jacor Common Stock or Jacor Preferred Stock in its treasury
(other than any such shares reserved for issuance in any other connection) shall
not be sufficient to permit the conversion of all Securities.

         (b)  If any shares of Jacor Common Stock or Jacor Preferred Stock
which would be issuable upon conversion of Securities hereunder require
registration with or approval of any governmental authority before such shares
or securities may be issued upon such conversion, the Parent Guarantor will in
good faith and as expeditiously as possible endeavor to cause such shares or
securities to be duly registered or approved, as the case may be.  The Parent
Guarantor will endeavor to list the shares of Jacor Common Stock or Jacor
Preferred Stock required to be delivered upon conversion of the Securities prior
to such delivery upon the principal national securities exchange upon which the
outstanding Jacor Common Stock or Jacor Preferred Stock is listed at the time of
such delivery.

                                          91



         SECTION 13.8.  TAXES ON CONVERSION.

         The Parent Guarantor shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of shares of Jacor Common Stock or Jacor Preferred Stock on conversion
of Securities pursuant hereto.  The Parent Guarantor shall not, however, be
required to pay any such tax which may be payable in respect of any transfer
involved in the issue or delivery of shares of Jacor Common Stock or Jacor
Preferred Stock or the portion, if any, of the Securities which are not so
converted in a name other than that in which the Securities so converted were
registered (in case of Registered Securities), and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Parent Guarantor the amount of such tax or has established to the satisfaction
of the Parent Guarantor that such tax has been paid.

         SECTION 13.9.  CONVERSION AFTER RECORD DATE.

         If any Securities are surrendered for conversion subsequent to the
record date preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Securities called for redemption on a Redemption Date
between such record date and Interest Payment Date), the Holder of such
Securities at the close of business on such record date shall be entitled to
receive the interest payable on such Securities on such Interest Payment Date
notwithstanding the conversion thereof.  Securities surrendered for conversion
during the period from the close of business on any record date next preceding
any Interest Payment Date to the opening of business on such Interest Payment
Date shall (except in the case of Securities which have been called for
redemption on a Redemption Date within such period) be accompanied by payment in
New York Clearing House funds or other funds and in the currency acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the Securities being surrendered for conversion.  Except as provided in
this Section 13.9, no adjustments in respect of payments of interest on
Securities surrendered for conversion or any dividends or distributions of
interest on the Jacor Common Stock or Jacor Preferred Stock issued upon
conversion shall be made upon the conversion of any Securities. 

         SECTION 13.10.  COMPANY AND PARENT GUARANTOR DETERMINATION FINAL.

         Any determination that the Company, the Parent Guarantor, or the
respective Boards of Directors must make pursuant to this Article is conclusive.

         SECTION 13.11.  TRUSTEE'S DISCLAIMER.

         The Trustee has no duty to determine when an adjustment under this
Article should be made, how it should be made or what it should be.  The Trustee
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Securities.  The Trustee shall not be responsible for
the Company's or the Parent Guarantor's failure to comply with this Article. 

                                          92



Each Conversion Agent other than the Company and the Parent Guarantor shall have
the same protection under this Section as the Trustee.

                                     ARTICLE XIV

                                    MISCELLANEOUS

         SECTION 14.1.  TIA CONTROLS.

         If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed by operation of the TIA, the imposed duties, upon
qualification of this Indenture under the TIA, shall control.

         SECTION 14.2.  NOTICES.

         Any notices or other communications to the Company or any Guarantor,
Paying Agent, Registrar, Securities Custodian, transfer agent or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

              if to the Company or any Guarantor:

              Jacor Communications Company
              50 East RiverCenter Boulevard
              12th Floor
              Covington, Kentucky 41011

              Attention:  Treasurer
              Telephone:  (606) 655-2276
              Telecopy:    (606) 655-9348

              if to the Trustee:

              

    
              Attention:  Corporate Trust Trustee 
                            Administration
              Telephone:
              Telecopy:

         Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party.  Any notice
or communication to any party

                                          93



shall be deemed to have been given or made as of the date so delivered, if
personally delivered; when receipt is acknowledged, if telecopied; and five
Business Days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).

         Any notice or communication mailed to a Security holder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Security holder or any
defect in it shall not affect its sufficiency with respect to other
Security holders.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

         SECTION 14.3.  COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Security holders may communicate pursuant to TIA Section 312(b) with
other Security holders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).

         SECTION 14.4.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company or any Guarantor to the
Trustee to take any action under this Indenture, such Person shall furnish to
the Trustee:

              (1)  an Officers' Certificate (in form and substance reasonably
satisfactory to the Trustee) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been met; and

              (2)  an Opinion of Counsel (in form and substance reasonably
satisfactory to the Trustee), stating that, in the opinion of such counsel, all
such conditions precedent have been met; PROVIDED, HOWEVER, that in the case of
any such request or application as to which the furnishing of particular
documents is specifically required by any provision of this Indenture, no
additional certificate or opinion need be furnished under this Section 14.4. 

         SECTION 14.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

              (1)  a statement that the Person making such certificate or
opinion has read such covenant or condition;

                                          94



              (2)  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

              (3)  a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been met;
and

              (4)  a statement as to whether or not, in the opinion of each
such Person, such condition or covenant has been met; PROVIDED, HOWEVER, that
with respect to matters of fact an Opinion of Counsel may rely on an Officers'
Certificate or certificates of public officials.

         SECTION 14.6.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

         The Trustee may make reasonable rules for action by or at a meeting of
Security holders.  The Paying Agent or Registrar may make reasonable rules for
its functions.

         SECTION 14.7.  NON-BUSINESS DAYS.

         If a payment date is not a Business Day at such place, payment may be
made at such place on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.

         SECTION 14.8.  GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.  EACH OF THE COMPANY AND THE
GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND
THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. 
EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITY HOLDER TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY

                                          95



LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY
AND THE GUARANTORS IN ANY OTHER JURISDICTION.

         SECTION 14.9.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Guarantor or any of their respective
Subsidiaries.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

         SECTION 14.10.  NO RECOURSE AGAINST OTHERS.

         No direct or indirect stockholder, partner, employee, officer or
director, as such, past, present or future of the Company, the Guarantors or any
successor entity, shall have any personal liability in respect of the
obligations of the Company or the Guarantors under the Securities or this
Indenture by reason of his or its status as such stockholder, partner, employee,
officer or director.  Each Security holder by accepting a Security waives and
releases all such liability.  Such waiver and release are part of the
consideration for the issuance of the Securities.

         SECTION 14.11.  SUCCESSORS.

         All agreements of the Company and the Guarantors in this Indenture and
the Securities shall bind its successor.  All agreements of the Trustee in this
Indenture shall bind its successor.

         SECTION 14.12.  DUPLICATE ORIGINALS.

         All parties may sign any number of copies or counterparts of this
Indenture.  Each signed copy or counterpart shall be an original, but all of
them together shall represent the same agreement.

         SECTION 14.13.  SEVERABILITY.

         In case any one or more of the provisions in this Indenture or in the
Securities shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

         SECTION 14.14.  TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents and headings of the Articles and the Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.

                                          96



                                      SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first written above.

                        JACOR COMMUNICATIONS COMPANY



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        PARENT GUARANTOR:

                        JACOR COMMUNICATIONS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        SUBSIDIARY GUARANTORS:

                        BROADCAST FINANCE, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        CINE FILMS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                                          97



                        CINE GUARANTORS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        CINE GUARANTORS II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        CINE GUARANTORS II, LTD.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        CINE MOBILE SYSTEMS INT'L N.V.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        CINE MOVIL S.A. DE C.V.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                                          98



                        CITICASTERS CO.



                        By:
                            ------------------------------------
                            Name:
                            Title:

   
                        EFM PROGRAMMING, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:
    
                        F.M.I. PENNSYLVANIA, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        GACC-N26LB, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        GACC-340, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        GEORGIA NETWORK EQUIPMENT, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                                          99



                        GREAT AMERICAN MERCHANDISING GROUP, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        GREAT AMERICAN TELEVISION PRODUCTIONS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        INMOBILIARIA RADIAL, S.A. DE C.V.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        JACOR BROADCASTING CORPORATION



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        JACOR BROADCASTING OF ATLANTA, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                                         100



                        JACOR BROADCASTING OF COLORADO, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        JACOR BROADCASTING OF FLORIDA, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

   
    

                        JACOR BROADCASTING OF KNOXVILLE, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                                         101


   
    
   
                        JACOR BROADCASTING OF SAN DIEGO, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        JACOR BROADCASTING OF SARASOTA, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        JACOR BROADCASTING OF ST. LOUIS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        JACOR BROADCASTING OF TAMPA BAY, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:
    

                                         102




                        JACOR CABLE, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        LOCATION PRODUCTIONS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        LOCATION PRODUCTIONS II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        NOBLE BROADCAST CENTER, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        NOBLE BROADCAST GROUP, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                                         103


   
                        NOBLE BROADCAST HOLDINGS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        NOBLE BROADCAST LICENSES, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        NOBLE BROADCAST OF COLORADO, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                        NOBLE BROADCAST OF SAN DIEGO, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                        NOBLE BROADCAST OF ST. LOUIS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:
    
                                         104


   
                        NOBLE BROADCAST OF TOLEDO, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        NOBRO, S.C.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        NOVA MARKETING GROUP, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF CHARLESTON, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF KANSAS CITY, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF LAS VEGAS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF LAS VEGAS II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF LOUISVILLE, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF LOUISVILLE II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF SALT LAKE CITY, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT BROADCASTING OF SALT LAKE CITY II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF CHARLESTON, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF KANSAS CITY, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF LAS VEGAS, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF LAS VEGAS II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF LOUISVILLE, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF LOUISVILLE II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF SALT LAKE CITY, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        REGENT LICENSEE OF SALT LAKE CITY II, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                      SPORTS RADIO BROADCASTING, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:

                        SPORTS RADIO, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:
    
                                         105


   
                        TAFT-TCI SATELLITE SERVICES, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        THE SY FISCHER COMPANY AGENCY, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        VTTV PRODUCTIONS



                        By:
                            ------------------------------------
                            Name:
                            Title:


                        WHOK, INC.



                        By:
                            ------------------------------------
                            Name:
                            Title:



                                                    as Trustee
                        ---------------------------,



                        By:
                            ------------------------------------
                            Name:
                            Title:
    
                                         106



                                       Annex I

                          SELECTED DEFINITIONS AND SECTIONS
                          FROM THE 1994 9 3/4% NOTE INDENTURE

         "AFFILIATE" means, with respect to any specified Person, and other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person.  For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with") of any Person
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

         "APPLICABLE DOCUMENTS" means collectively the Purchase Agreement, the
Registration Rights Agreement, this Indenture and the 1994 9 3/4% Notes.

         "APPLICABLE PREMIUM" means, with respect to any Note called for
redemption by Citicasters after a Change of Control, the greater of (i) 1.0% of
the then outstanding principal amount of such Note, and (ii) the total, if
greater than zero, of (A) the present value of all required interest and
principal payments due on such Note, computed using a discount rate equal to the
Treasury Rate plus 75 basis points, minus (B) the then outstanding principal
amount of such Note, minus (C) any accrued and unpaid interest paid on such Note
on the Redemption Date.

         "ASSET SALE" by any Person means any transfer, conveyance, sale, lease
or other disposition by such Person or any of its Subsidiaries (including a
consolidation or merger or other sale of any such Subsidiaries with, into or to
another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding a disposition by a Subsidiary of such Person to such
Person or a Wholly-Owned Subsidiary of such Person) of (i) shares of Capital
Stock (other than directors' qualifying shares) or other ownership interests of
a Subsidiary of such Person, (ii) substantially all of the assets of such Person
or any of its Subsidiaries or (iii) other assets or rights of such Person or any
of its Subsidiaries, whether owned on the date of this Indenture or thereafter
acquired, in one or more related transactions.  The term "Asset Sale" shall not
include (i) any Permitted Disposition or (ii) any sale or issuance by
Citicasters of Qualified Capital Stock of Citicasters.

         "BANK AGENT CONSENT" means, with respect to any Asset Sale Payment (as
defined in the 1994 9 3/4% Note Asset Sale Offer), the written consent of the
Representative or Representatives of holders of at least a majority in
outstanding principal amount of Indebtedness under the Bank Credit Agreements
(including unused commitments which, if funded, would constitute Senior Bank
Debt) delivered by such Representative or Representatives to Citicasters, with a
copy to the Trustee, prior to such Asset Sale Payment, pursuant to which such
Representative or Representatives consent to such Asset Sale Payment and,
consequently, the related permanent reduction (in the amount of such Asset Sale
Payment) of the amount of Designated Senior Debt available to be Incurred
pursuant

                                         A-1




to Section 4.7(c)(i).  As of the Issue Date, The First National Bank of
Boston would be the Representative entitled to give the Bank Agent Consent.

         "BANK CREDIT AGREEMENTS" means (i) the Loan Agreement, dated as of
August 20, 1993, and amended and restated as of November 30, 1993, among the
Company, Citicasters Co. (formerly known as Great American Broadcasting
Company), Continental Bank, N.A., and The First National Bank of Boston, as
managing agents, and the lenders party thereto (such Loan Agreement shall be
referred to herein as the "1993 Credit Agreement"), (ii) the loan documents
relating to a $25,000,000 Senior Secured Seven-Year Revolving Credit and a
$125,000,000 Senior Secured Seven-Year Reducing Revolver under which Citicasters
Co. is the borrower, Citicasters Corp. and the Company are Guarantors, The First
National Bank of Boston is the Administrative Agent and Continental Bank, N.A.
is the Collateral Agent (such facilities shall be referred to herein as the "New
Bank Credit Facility"), (iii) each instrument pursuant to which Obligations
under the Bank Credit Agreements described in (i) and (ii) above, or any
subsequent Bank Credit Agreements, are amended, deferred, extended, renewed,
replaced, refunded or refinanced, in whole or in part, and (iv) each instrument
now or hereafter evidencing, governing, guarantying or securing any Indebtedness
under any Bank Credit Agreements, in each case, as modified, amended, restated
or supplemented from time to time.

         "BANKRUPTCY LAW" means Title 11, United States Code or any similar
Federal or State law for the relief of debtors.

         "BOARD OF DIRECTORS" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized, with respect to any particular matter, to exercise the
power of the Board of Directors of such Person.

         "BOARD RESOLUTION" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

         "BROADCASTING STATION" means all related licenses, franchises and
permits issued under federal, state or local laws from time to time which
authorize a Person to receive or distribute, or both, over the airwaves, audio,
visual, or microwave signals within a geographic area for the purpose of
providing commercial broadcasting television or radio, together with all
Property owned or used in connection with the programming PROVIDED pursuant to,
and all interest of such Person to receive revenues from any other Person which
derives revenues from or pursuant to, said licenses, franchises and permits.

         "CAPITAL EXPENDITURE" means any amount paid in connection with the
purchase or construction of any assets acquired (other than from an
Affiliate) or constructed after the date hereof (a) to the extent the purchase
or construction prices for such assets are or should be included in "addition to
property, plant or equipment" in accordance with GAAP and (b) if the acquisition
or construction of such assets is not part of any acquisition of a Person.

                                         A-2




         "CAPITAL LEASE OBLIGATION" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Indebtedness
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance with
GAAP.  The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.  Capital Lease Obligations shall not include payments due under any
Film Contracts.

         "CAPITAL STOCK" of any Person means any and all shares, interests,
rights, participations, each class of common stock and preferred stock of such
Person and/or other equivalents (however designated) of corporate stock or
equity participations, including each class of common stock and preferred stock
of such Person and partnership interests, whether general or limited, of such
Person.

         "CASH EQUIVALENTS" means:

                   (1)       marketable obligations issued or unconditionally
         guaranteed by the United States government, in each case maturing
         within 360 days after the date of acquisition thereof;

                   (2)       marketable direct obligations issued by any state
         of the United States or any political subdivision of any such state or
         any public instrumentality thereof maturing within 360 days after the
         date of acquisition thereof and, at the time of acquisition, having
         the highest rating obtainable from either Standard & Poor's
         Corporation or Moody's Investors Service, Inc.;

                   (3)       commercial paper maturing no more than 360 days
         after the date of acquisition thereof, issued by a corporation
         organized under the laws of any state of the United States or of the
         District of Columbia and, at the time of acquisition, having a rating
         in one of the two highest rating categories obtainable from either
         Standard & Poor's Corporation or Moody's Investors Service, Inc.;

                   (4)       money market funds whose investments are made
         solely in securities described in clause (1) maturing within one
         (1) year after the date of acquisition thereof;

                   (5)       certificates of deposit maturing within 360 days
         after the date of acquisition thereof, issued by any commercial bank
         that is a member of the Federal Reserve System that has capital,
         surplus and undivided profits (as shown on its most recent statement
         of condition) aggregating not less than $100,000,000 and is rated A or
         better by Moody's Investors Service, Inc. or Standard & Poor's
         Corporation; and

                                         A-3




                   (6)       repurchase agreements entered into with any
         commercial bank of the nature referred to in clause (5), secured by a
         fully perfected Lien in any obligation of the type described in any of
         clauses (1) through (5), having a fair market value at the time such
         repurchase agreement is entered into of not less than 100% of the
         repurchase obligation thereunder of such commercial bank.

         "CITICASTERS ASSET SALE REPURCHASE AMOUNT" means the sum of
(A) Cumulative Operating Cash Flow (as defined herein) of Citicasters and its
Subsidiaries less 1.4 times Cumulative Total Interest Expense of Citicasters and
its Subsidiaries, plus (B) an amount equal to 100% of the aggregate Qualified
Capital Stock Proceeds received by Citicasters from the issuance and sale (other
than to a Subsidiary of Citicasters) of Qualified Capital Stock to the extent
that such proceeds are not used to redeem, repurchase, return or otherwise
acquire Capital Stock or any Indebtedness of Citicasters or any Subsidiary
pursuant to clause (ii) of the immediately following paragraph and
(C) $5,000,000, less the aggregate amount of all Restricted Payments (excluding
all payments, investments, redemptions, repurchase, retirements and other
acquisitions described in clause (ii) of the immediately following
paragraph) declared or made after February 18, 1994.

         Notwithstanding the foregoing definition, the following Restricted
Payments may be made:  (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at said date of declaration such payment would
have complied with the provisions of this Indenture; (ii) the redemption,
repurchase, retirement or other acquisition for value of any Capital Stock or
any Indebtedness of Citicasters or any Subsidiary in exchange for, or out of the
Qualified Capital Stock Proceeds of, the substantially concurrent sale (other
than to Citicasters or a Subsidiary of Citicasters) of Qualified Capital Stock
of Citicasters; and (iii) the redemption of 1994 9 3/4% Notes under the
circumstances PROVIDED in Article 3 and in Sections 11.2 and 4.14 of this
Indenture.

         "1994 9 3/4% NOTE ASSET SALE OFFER" means an offer to purchase the 1994
9 3/4% Notes in accordance with the following procedures:

              (a)  Citicasters will not, and will not permit any of its
Subsidiaries to make any Asset Sale, whether in a single transaction or a series
of related transactions, unless: (i) Citicasters or the applicable Subsidiary
receives consideration at the time of such Asset Sale at least equal to the fair
market value of the Property or securities sold or otherwise disposed of (as
determined in good faith by the Board of Directors of Citicasters evidenced by a
Board Resolution); (ii) at least 75% of such consideration is in the form of
cash; PROVIDED, HOWEVER, that the following shall be deemed to be cash for
purposes of this definition:  (A) the amount of any liabilities (as shown on
Citicasters' or such Subsidiary's most recent balance sheet or in the notes
thereto) of Citicasters or such Subsidiary (other than liabilities that are by
their terms subordinated to the 1994 9 3/4% Notes) that are assumed by the
transferee of any such assets, and (B) any notes or other obligations received
by Citicasters or any such Subsidiary from a transferee that are converted by
Citicasters or such Subsidiary into cash within six months of such Asset Sale;
PROVIDED FURTHER, that the 75% limitation referred to in clause (ii) above shall
not apply (AA) to any sale, transfer or other

                                         A-4




disposition of assets constituting one or more Broadcasting Stations in which 
the cash portion of such consideration received therefor, determined in 
accordance with the foregoing proviso, is equal to or greater than what the 
after-tax net proceeds would have been had such transaction complied with the 
aforementioned 75% limitation or (BB) to a so-called "like-kind" exchange of 
assets, so long as (1) the assets so received consist principally of cash or 
Cash Equivalents, the assumption of liabilities and the acquisition of assets 
to be used for or in connection with the business of owning and operating 
Broadcasting Stations, and (2) at the time of and after giving effect to such 
exchange, and treating any Indebtedness Incurred as a result of such exchange 
as having been Incurred at the time of such exchange, no Default or Event of 
Default shall have occurred and be continuing and Citicasters could Incur at 
least $1.00 of additional Indebtedness pursuant to Section 4.7(b); PROVIDED 
YET FURTHER that the 75% limitation referred to in clause (ii) above shall be 
deemed to have been satisfied if (AAA) at the date of the Asset Sale and 
after giving effect thereto, Section 4.5(a) would permit Citicasters to make 
a Restricted Payment in an amount equal to the difference between the actual 
cash consideration received by Citicasters or the applicable Subsidiary with 
respect to such Asset Sale and 75% of the fair market value of the Property 
or securities sold or otherwise disposed of in such Asset Sale (determined as 
provided above) and (BBB) Citicasters treats the receipt of non-cash 
consideration in an amount equal to the amount set forth in the foregoing 
clause (AAA) as a Restricted Payment under Section 4.5(a), whether or not 
such receipt would otherwise be classified as an Investment or a Permitted 
Investment; and (iii) the Excess Proceeds received by Citicasters or such 
Subsidiary, as the case may be, from such Asset Sale are applied in 
accordance with this definition.

              (b)  The Company shall use the Excess Proceeds from New World 
Station Sales (i) first to repay amounts outstanding under the 1993 Credit 
Agreement that is a part of the Bank Credit Agreements and the WGHP Notes and 
(ii) then to redeem $75,000,000 principal amount of Notes at a redemption 
price of $976.75 per $1,000 principal amount, plus accrued and unpaid 
interest through the date of redemption.  The mandatory redemption of Notes 
described in the foregoing clause (ii) shall be made in accordance with the 
applicable provisions of Article 3 hereof and the Redemption Date with 
respect to the full $75,000,000 principal amount of Notes to be redeemed 
shall be no later than the 15th day after the date on which an aggregate of 
$230,000,000 of Excess Proceeds (calculated for purposes of this Section 
4.13(b) without regard to the deduction described in clause (iv) of the 
definition of "Excess Proceeds") from the New World Station Sales have been 
received by the Company, it being understood that the Company may Incur 
Indebtedness under the New Bank Credit Facility in an amount up to 
$75,000,000 to fund such redemption so long as the total amount of Designated 
Senior Debt outstanding after giving effect to such redemption and any 
related transactions does not exceed $150,000,000.  Following the application 
of the New World Station Sale Excess Proceeds as set forth above, any 
additional Excess Proceeds from any New World Station Sale may be used to 
further reduce Senior Indebtedness, to make Related Business Investment or 
Capital Expenditures on one or more of the Company's or its Subsidiaries' 
Broadcasting Stations, to acquire one or more Broadcasting Stations or to 
make a Television Station Sale Payment as permitted by Section 4.13(d).  The 
Company shall use the Excess Proceeds from the Other Television Station Sales 
to reduce Designated Senior Debt, either permanently or temporarily to make 
Related Business Investments or Capital Expenditures on one or more of the 
Company's or

                                         A-5




its Subsidiaries' Broadcasting Stations, to acquire one or more Broadcasting 
Stations or, to make a Television Station Sale Payment as permitted by 
paragraph (d) hereof.

              (c)  Immediately following receipt by the Company of Excess
Proceeds from an Asset Sale, other than a Permitted Television Station Sale, the
Company may use such Excess Proceeds to temporarily reduce Designated Senior
Debt.  Within 360 days following the Company's receipt of such Excess Proceeds,
such Excess Proceeds may (i) be applied to permanently reduce Designated Senior
Debt, (ii) be used to enter into a contract to make Related Business Investments
or Capital Expenditures on one or more of the Company's or its Subsidiaries'
Broadcasting  Stations or to enter into a contract to acquire one or more
Broadcasting Stations, or (iii) be used to make a payment permitted by Section
4.13(e), which payment shall be counted as a permanent reduction of the amount
of Designated Senior Debt available to be Incurred pursuant to Section
4.7(c)(i).  Any Excess Proceeds from an Asset Sale not applied or invested
within 360 days as provided in clauses (i), (ii) or (iii) hereof will be deemed
to constitute "Available Proceeds" and shall be applied as provided in paragraph
(f) hereof unless the  Company gives notice to the Trustee within 10 days
following such 360 day period that Excess Proceeds previously used to
temporarily reduce Designated Senior Debt will be applied to permanently reduce
Designated Senior Debt in which case such Excess Proceeds shall not constitute
Available Proceeds.

              (d)  The Company may use up to $40,000,000 of the Excess Proceeds
from the New World Station Sales, following application of such Excess Proceeds
as set forth in paragraph (b) hereof, and up to the lesser of 25% of Excess
Proceeds or $40,000,000 from any Other Television Station Sale to pay dividends
on the Company's Capital Stock or redeem, repurchase or retire shares of the
Company's Capital Stock or warrants, rights or options to purchase or acquire
shares of the Company's Capital Stock (any such dividend, redemption, repurchase
or retirement out of Excess Proceeds from any Permitted Television Station Sales
is herein referred to as a "Television Station Sale Payment"), subject to the
conditions and limitations set forth in this paragraph (d).  A Television
Station Sale Payment may be made by the Company only if, and to the extent that,
each of the following conditions is satisfied as of the time of the proposed
Television Station Sale Payment:  (i) the Company shall have obtained a Bank
Agent Consent if required; and (ii) no Default or Event of Default shall have
occurred and be continuing at the time of such sale or as a consequence of such
Television Station Sale Payment.

              (e)  Citicasters may use a portion of the Excess Proceeds from an
Asset Sale which is not a Permitted Television Sale to pay dividends on its
Capital Stock or redeem, repurchase or retire shares of its Capital Stock or
warrants, rights or options to purchase or acquire shares of its Capital Stock
(any such dividend, redemption, repurchase or retirement out of Excess Proceeds
from a single Asset Sale an "Asset Sale Payment"), subject to the conditions and
limitations set forth in this paragraph (c).  An Asset Sale Payment may be made
by Citicasters only if, and to the extent that, each of the following conditions
is satisfied as of the time of the proposed Asset Sale Payment (the
"Determination Time"): (i) Citicasters shall have obtained a Bank Agent Consent;
(ii) such Asset Sale Payment (as well as all prior Asset Sale Payments, if
any) shall be counted as a permanent reduction of the amount of Designated
Senior Debt available to be Incurred pursuant to Sec-

                                         A-6





tion 4.7(c)(i);  (iii) the Determination Time occurs on or prior to December 31,
1996; (iv) only two Asset Sale Payments will be permitted under this definition;
(v) no Default or Event of Default shall have occurred and be continuing at the
Determination Time or as a consequence of such Asset Sale Payment; and (vi)
after giving effect to (A) the application of any Excess Proceeds from the
applicable Asset Sale in accordance with clauses (i) and (ii) of paragraph (c)
above prior to the Determination Time, (B) any Asset Sale Redemption of 1994
9 3/4% Notes pursuant to Section 3.7(c) out of any Excess Proceeds from the
applicable Asset Sale, (C) any Asset Sale Payment out of any Excess Proceeds
from the applicable Asset Sale and (D) the payment of the maximum amount of
Television Station Sale payments which Citicasters may make pursuant to
paragraph (d) hereof regardless of whether any Permitted Television Station
Sales have in fact been made as of the Determination Time, the ratio set forth
below is equal to (but not more or less than) 4.5:1.

                                         D-X
                                   ----------------

                               OCF + [(.065)(REP-X-Y)]
where:

D   =    the aggregate amount of all outstanding Indebtedness of Citicasters
         and its Subsidiaries on a consolidated basis as of the Determination
         Time, without giving effect to the Asset Sale Redemption (if
         any) represented by "X" in the formula.

X   =    the principal amount of 1994 9 3/4% Notes (if any) to be redeemed in an
         Asset Sale Redemption pursuant to Section 3.7(c) out of Excess
         Proceeds from the applicable Asset Sale in order to satisfy the
         conditions set forth in this paragraph (c).

OCF =    the Operating Cash Flow of Citicasters and its Subsidiaries on a
         consolidated basis for the four most recent full fiscal quarters
         ending immediately prior to the Determination Time, determined on a
         pro forma basis after giving effect to (i) the applicable Asset Sale
         and any other Asset Sales consummated during such four-quarter period
         as if they had occurred at the beginning of such four-quarter period
         and (ii) all acquisitions or other dispositions (whether by merger,
         consolidation, purchase or sale of securities or assets or
         otherwise) of any business or assets, made by Citicasters and its
         Subsidiaries from the beginning of such four-quarter period through
         the Determination Time as if such acquisition or disposition had
         occurred at the beginning of such four-quarter period.

REP =    the total amount of Excess Proceeds from the applicable Asset Sale
         remaining after deducting therefrom all portions thereof applied prior
         to the Determination Time pursuant to this definition, but without
         giving effect to the Asset Sale Redemption (if any) represented by "X"
         in the formula or to the Asset Sale Payment represented by "Y" in the
         formula.

                                         A-7





Y   =    the amount of the proposed Asset Sale Payment to be made at the
         Determination Time pursuant to this paragraph (d).

              (f)  As soon as practicable, but in no event later than 10
Business Days after any date (an "Asset Sale Trigger Date") that the aggregate
amount of Available Proceeds exceeds $15,000,000, Citicasters shall, if and to
the extent permitted by the agreements governing any Senior Indebtedness of
Citicasters, subject to the provisions of Article 10, commence an offer to
purchase the maximum principal amount of 1994 9 3/4% Notes that may be purchased
out of such Available Proceeds, at an offer price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the date of
purchase.  The Asset Sale Offer shall be effected in accordance with Section 3.8
and Article 3 (to the extent applicable) and the provisions of this definition.
To the extent that any Available Proceeds remain after completion of an Asset
Sale Offer, Citicasters may use the remaining amount for any purpose permitted
by this Indenture, but not, unless otherwise permitted by Section 4.5, to offer
to repurchase or otherwise redeem, repurchase, retire or acquire for value any
Pari Passu Indebtedness or Subordinated Indebtedness.  In the event that
Citicasters is prohibited under the terms of any agreement governing outstanding
Senior Indebtedness of Citicasters from repurchasing 1994 9 3/4% Notes with
Available Proceeds pursuant to an Asset Sale Offer as required by the first
sentence of this paragraph (d), Citicasters shall promptly use all Available
Proceeds to permanently reduce outstanding Senior Indebtedness of Citicasters.

              (g)  If, at any time, any funds are received by or for the
account of Citicasters or any of its Subsidiaries upon the sale, conversion,
collection or other liquidation of any non-cash consideration received in
respect of an Asset Sale, other than the Permitted Television Station Sales such
funds shall, when received, constitute Excess Proceeds and shall, within 360
days after the receipt of such funds be applied as provided in this definition.

         "CUMULATIVE OPERATING CASH FLOW" means the Operating Cash Flow of
Citicasters and its Subsidiaries for the period beginning January 1, 1994,
through and including the end of the most recently ended fiscal quarter (taken
as one accounting period) preceding the date of any proposed Restricted Payment.

         "CUMULATIVE TOTAL INTEREST EXPENSE" means the Total Interest Expense
of Citicasters and its Subsidiaries for the period beginning January 1, 1994,
through and including the end of the most recently ended fiscal quarter (taken
as one accounting period) preceding the date of any proposed Restricted Payment.

         "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "DESIGNATED SENIOR DEBT" means:  (a) up to an aggregate maximum of
$150,000,000 principal amount of any combination of (i) Indebtedness outstanding
under the Bank Credit  Agreements and (ii) Senior Indebtedness (without
duplication with clause (i) above), outstanding at any one time; provided,
however, that such maximum amount shall be decreased by (A) the

                                         A-8





aggregate amount of Asset Sale Payments made by the Company, PROVIDED that a
reduction described in this clause (A) that would otherwise be caused by a
particular Asset Sale Payment will not be effective without a Bank Agent Consent
with respect to such Asset Sale Payment if the effect of such reduction would be
to reduce the amount of Designated Senior Debt available to be Incurred pursuant
to Section 4.7(c)(i) to an amount lower than the amount of Indebtedness
outstanding under the Bank Credit Agreements as of the applicable Determination
Time (including unused commitments which the Bank Lenders are unconditionally
obligated to fund at the  Determination Time and which, if funded, would
constitute Designated Senior Debt) and (B) the aggregate amount of Excess
Proceeds from Asset Sales applied to permanently reduce Designated Senior Debt
pursuant to paragraphs (b) and (c) under the 1994 9 3/4% Note Asset Sale Offer;
and (b) any interest, penalties, fees, indemnifications, reimbursements, damages
and other similar charges (including, but not limited to, all fees and expenses
of counsel and all other charges, fees and expenses) payable under the Bank
Credit Agreements.

         "EXCESS PROCEEDS" means with respect to any Asset Sale by any Person,
the proceeds thereof in the form of cash (including any cash received by way of
deferred payment pursuant to, or amortization of, a note or installment
receivable or otherwise, but only if, as and when received, and cash received
upon sale of securities or other Property or assets received as consideration
with respect to such Asset Sale, except to the extent that any of the foregoing
are financed or sold with recourse to Citicasters or any Subsidiary) net of
(i) brokerage commissions and other reasonable fees and expenses (including fees
and expenses of counsel and investment bankers) related to such Asset Sale,
(ii) provisions for all taxes payable as a result of such Asset Sale,
(iii) payments made to retire Senior Indebtedness where such payments are
required by the instrument governing such Indebtedness, (iv) amounts required to
be paid to any Person (other than Citicasters or any Subsidiary) owning a
beneficial interest in the Property or assets the subject of such Asset Sale and
(v) appropriate amounts to be provided by Citicasters or any Subsidiary, as the
case may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by Citicasters or any Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as reflected in an Officers' Certificate
delivered to the Trustee.

         "INVESTMENT" by any Person in any other Person means any investment by
such Person in such other Person, whether by a purchase of assets, in any
transaction or series of related transactions, individually or in the aggregate,
purchase of Capital Stock, capital contribution, loan, advance (other than
reasonable loans and advances to employees for moving and travel expenses, as
salary advances, and other similar customary expenses incurred, in each case in
the ordinary course of business consistent with past practice) or similar credit
extension constituting Indebtedness of such other Person, and any Guarantee of
Indebtedness of such other Person.

         "NEW WORLD STATION SALE" means Asset Sales involving the sale of 
four television stations currently owned by Citicasters or its Subsidiaries 
located in Phoenix, Arizona, Birmingham, Alabama, Kansas City, Missouri and 
Greensboro/High Point, North Carolina pursuant to the terms

                                         A-9




of that certain Asset Purchase Agreement dated as of May 4, 1994 between 
Citicasters Co. (formerly known as Great American Television and Radio 
Company, Inc.) and New World Communications Group Incorporated as the same is 
in effect on August 22, 1994 or as the same may be amended or modified; 
provided that such amendment or modification does not decrease the 
consideration payable to the Company or have materially adverse effect on the 
Holders.

         "OTHER TELEVISION STATION SALES" means Asset Sales Involving the sale
at any time and from time to time of two television stations owned by the
Company or its Subsidiaries in Tampa, Florida and Cincinnati, Ohio.

         "PARI PASSU INDEBTEDNESS" means any Indebtedness of Citicasters 
whether outstanding at the Issue Date or Incurred thereafter, which (a) ranks 
pari passu with the 1994 9 3/4% Notes and (b) by its terms, or by the terms 
of any agreement or instrument pursuant to which such Indebtedness is 
Incurred, (i) does not provide for payments of principal of such Indebtedness 
at the final stated maturity thereof or by way of a sinking fund applicable 
thereto or by way of any mandatory redemption, retirement or repurchase 
thereof by Citicasters (including any redemption, retirement or repurchase 
which is contingent upon events or circumstances, but excluding any 
retirement required by virtue of acceleration of such Indebtedness upon an 
event of default thereunder), in each case prior to the final stated maturity 
of the 1994 9 3/4% Notes and (ii) does not permit redemption or other 
retirement (including pursuant to an offer to purchase made by the issuer) of 
such other Indebtedness at the option of the holder thereof prior to the 
final stated maturity of the 1994 9 3/4% Notes, other than a redemption or 
other retirement at the option of the holder of such Indebtedness (including 
pursuant to an offer to purchase made by the Issuer) which is conditioned 
upon the change of control of Citicasters pursuant to provisions 
substantially similar to those contained in Section 11.1 of this Indenture.

         "PERMITTED INVESTMENT" by any Person means (i) any Related Business
Investment, (ii) Investments in securities or other Property not constituting
cash or Cash Equivalents and received in connection with an Asset Sale, to the
extent permitted by the definition of 1994 9 3/4% Note Asset Sale Offer, or any
other disposition of assets not constituting an Asset Sale, (iii) cash and Cash
Equivalents, (iv) Investments existing on the Issue Date, (v) Investments by any
Subsidiary in other Subsidiaries, (vi) Investments by Citicasters in any of its
Subsidiaries required by any instrument or agreement governing Senior
Indebtedness to the extent that such Investments consist of (A) performance
under Guarantees Incurred by Citicasters in compliance with this Indenture with
respect to Indebtedness of its Subsidiaries not Incurred in violation of this
Indenture or (B) Liens securing Citicasters' Obligations with respect to any
Guarantee described in the foregoing clause (A), (vii) Investments in the form
of accounts receivable arising from sales of goods or services in the ordinary
course of business, PROVIDED that for any accounts receivable that are more than
120 days overdue, appropriate reserves or allowances have been established in
accordance with GAAP and (viii) Investments in the form of advances or
prepayments to suppliers or employees in the ordinary course of business.

                                         A-10




         "PERMITTED TELEVISION STATION SALES" means the New World Station Sales
and the Other Television Station Sale.

         "PROPERTY" means all types of real, personal, tangible, intangible or
mixed property.

         "RELATED BUSINESS INVESTMENTS" means (i) any Investment by a Person in
any other Person substantially all of whose revenues are derived from the
operation of one or more Broadcasting Stations or from the sale of advertising
time or the delivery, transmission or dissemination of entertainment or
information to public viewers or subscribers, so long that, as a result of such
Investment, (A) such Person becomes a Wholly-Owned Subsidiary, or (B) such
Person either (1) is merged, consolidated or amalgamated with or into
Citicasters or one of its Wholly-Owned Subsidiaries and Citicasters or such
Wholly-Owned Subsidiary is the surviving Person, or (2) transfers or conveys
substantially all of its assets to, or is liquidated into, Citicasters or one of
its Wholly-Owned Subsidiaries; (ii) the acquisition of all or substantially all
the assets of any Broadcasting Station; and (iii) any Capital Expenditure or
Investment, in each case reasonably related to the business of selling
advertising time or delivering, transmitting or disseminating entertainment or
information to public viewers or subscribers.

         "RESTRICTED PAYMENT" means, with respect to any Person, without
duplication:  (i) any dividend or other distribution, whether in cash or in
Property or securities, declared or paid on any shares of such Person's Capital
Stock (other than (A) in the case of Citicasters, dividends or distributions
payable solely in shares of Qualified Capital Stock of Citicasters or options,
warrants or other rights to acquire Qualified Capital Stock of Citicasters and
(B) any dividends, distributions or other payments made to Citicasters or a
Wholly-Owned Subsidiary by a Subsidiary), or the making by such Person or any of
its subsidiaries of any other distribution in respect of, such Person's Capital
Stock or any warrants, rights or options to purchase or acquire shares of any
class of such Capital Stock (other than exchangeable or convertible Indebtedness
of such person); (ii) the redemption, repurchase, retirement or other
acquisition for value by such Person or any of its subsidiaries, directly or
indirectly, of such person's Capital Stock (and, in the case of a Subsidiary,
Capital Stock of Citicasters) other than Capital Stock owned by Citicasters or a
Wholly-Owned Subsidiary or any warrants, rights or options to purchase or
acquire shares of any class of such Capital Stock (other than exchangeable or
convertible Indebtedness of such Person), and other than, in the case of
Citicasters, through the issuance in exchange therefor solely of Qualified
Capital Stock of Citicasters; (iii) any payment to purchase, redeem, defease or
otherwise acquire or retire for value any Pari Passu Indebtedness or
Subordinated Indebtedness (other than with the proceeds of Refinancing
Indebtedness permitted under this Indenture), except in accordance with the
mandatory redemption or repayment provisions set forth in the original
documentation governing such Indebtedness, and (iv) any Investment other than
Permitted Investments.

         "SENIOR INDEBTEDNESS" means and includes all principal of, premium and
interest (including Post-Petition Interest) on and other Obligations with
respect to (i) Indebtedness outstanding under the Bank Credit Agreements and
(ii) any other Indebtedness of Citicasters (other than as otherwise provided in
this definition), whether outstanding on the Issue Date or thereafter

                                         A-11




Incurred, other than the 1994 9 3/4% Notes; PROVIDED, HOWEVER, that the 
following shall not constitute Senior Indebtedness:  (A) any Indebtedness 
which by the terms of the instrument creating or evidencing the same is PARI 
PASSU, subordinated or junior in right of payment to the 1994 9 3/4% Notes in 
any respect, (B) that portion of any Indebtedness Incurred in violation of 
this Indenture, (C) any Preferred Stock, or (D) any Indebtedness of 
Citicasters (other than Indebtedness outstanding under the Bank Credit 
Agreements which qualifies as Designated Senior Debt) which is subordinated 
to or junior in right of payment in any respect to any other Indebtedness of 
Citicasters.  Without limiting the generality of the foregoing, "Senior 
Indebtedness" shall include the principal of, premium, if any, and interest 
(including Post-Petition Interest) and all other Obligations of every nature 
of Citicasters and its Subsidiaries from time to time in respect of 
Indebtedness outstanding under the Bank Credit Agreements which qualifies as 
Designated Senior Debt; PROVIDED, HOWEVER, that any Indebtedness under any 
refinancing, refunding or replacement of the Indebtedness outstanding under 
the Bank Credit Agreements shall not constitute Senior Indebtedness to the 
extent that the Indebtedness thereunder is by it express terms subordinate to 
any other Indebtedness of Citicasters (other than Indebtedness outstanding 
under the Bank Credit Agreements). Notwithstanding the foregoing, "Senior 
Indebtedness" shall not include (1) Indebtedness evidenced by 1994 9 3/4% 
Notes, (2) Indebtedness which when incurred and without respect to any 
election under Section 1111(b) of Title 11, United States Code, is without 
recourse to Citicasters, (3) any liability for foreign, federal, state, local 
or other taxes owed or owing by Citicasters, (4) Indebtedness of Citicasters 
to the extent such liability constitutes Indebtedness to a Subsidiary or any 
other Affiliate of Citicasters or any of such Affiliate's subsidiaries, (5) 
Indebtedness for the purchase of goods or materials in the ordinary course of 
business or (6) Indebtedness owed by Citicasters for compensation to 
employees or for services.

         "SIGNIFICANT SUBSIDIARY" means, with respect to any Person, any
Subsidiary of such Person that would be (i) a "significant subsidiary" as
defined in (a) or (b) of the definition of that term in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the Issue Date or (ii) material to the business, condition
(financial or other), business, operations or prospects of Citicasters and its
Subsidiaries taken as a whole.

         "SUBORDINATED INDEBTEDNESS" means Indebtedness of Citicasters which is
subordinated or junior in right of payment to the 1994 9 3/4% Notes.

         "SUBSIDIARY" means any corporation, association, partnership, joint
venture or other business entity of which Citicasters and/or any Subsidiary of
Citicasters, directly or indirectly, either (a) in respect of a corporation,
owns or controls more than 50% of the outstanding Capital Stock having ordinary
voting power to elect a majority of the board of directors or similar managing
body, irrespective of whether or not a class or classes shall or might have
voting power by reason of the happening of any contingency, or (b) in respect of
an association, partnership, joint venture or other business entity, exercises
sufficient control over and/or has a sufficiently large interest in, such
association, partnership, joint venture or other business entity that the
operations thereof are, in accordance with GAAP, consolidated with those of
Citicasters or any Subsidiary.

                                         A-12




         "TOTAL INTEREST EXPENSE" of a Person means (i) the total amount of
interest expense (including amortization of original issue discount and noncash
interest payments or accruals and the interest component of any Capital Lease
Obligations but, excluding any intercompany interest owed by any Subsidiary to
any other Subsidiary of such Person), (ii) all fees, commissions, discounts and
other charges of Citicasters and its Subsidiaries with respect to letters of
credit and bankers' acceptances, determined on a consolidated basis in
accordance with GAAP and (iii) the product of (a) the total amount of dividends
declared on Disqualified Capital Stock other than common stock (whether accrued
or paid) of such Person and its consolidated Subsidiaries, times (b) a fraction,
the numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

         "WHOLLY-OWNED SUBSIDIARY" means a Subsidiary 100% of the equity
interests in which (however measured) are owned by Citicasters or a Wholly-Owned
Subsidiary of Citicasters or Citicasters and one or more Wholly-Owned
Subsidiaries of Citicasters taken together, except in any case for the minimum
equity interest required to be held by directors, if any, to satisfy the
requirements of any applicable statute requiring that directors own qualifying
shares.

                                     ARTICLE III
                          REDEMPTIONS AND OFFERS TO PURCHASE

         SECTION 3.1.  NOTICES TO TRUSTEE.

         If Citicasters elects to redeem 1994 9 3/4% Notes pursuant to Section
3.7 it shall furnish to the Trustee, at least 10 but not more than 15 days
before notice of any redemption is to be mailed to Holders (or such shorter time
as may be satisfactory to the Trustee), an Officers' Certificate stating that
Citicasters has elected to redeem 1994 9 3/4% Notes pursuant to Section 3.7, the
date notice of redemption is to be mailed to Holders, the Redemption Date, the
aggregate principal amount of 1994 9 3/4% Notes to be redeemed, the Redemption
Price for such 1994 9 3/4% Notes, the amount of accrued and unpaid interest on
such 1994 9 3/4% Notes as of the Redemption Date and the manner in which 1994
9 3/4% Notes are to be selected for redemption if less than all outstanding 1994
9 3/4% Notes are to be redeemed.  If the Trustee is not the Registrar,
Citicasters shall, concurrently with delivery of its notice to the Trustee of a
redemption, cause the Registrar to deliver to the Trustee a certificate (upon
which the Trustee may rely) setting forth the name of, and the aggregate
principal amount of 1994 9 3/4% Notes held by each Holder.

         If Citicasters is required to offer to purchase 1994 9 3/4% Notes
pursuant to Section 4.12 or 4.13, it shall furnish to the Trustee, at least 5
Business Days before notice of the Offer is to be mailed to Holders, an
Officers' Certificate setting forth that the Offer is being made pursuant to
Section 4.12 or 4.13, as the case may be, the Purchase Date, the maximum
principal amount of 1994 9 3/4% Notes Citicasters is offering to purchase
pursuant to the Offer, the purchase price for such 1994 9 3/4% Notes, and the
amount of accrued and unpaid interest on such 1994 9 3/4% Notes as of the
Purchase Date.

                                         A-13




         Citicasters will also provide the Trustee with any additional
information that the Trustee reasonably requests in connection with any
redemption or Offer.

         SECTION 3.2.  SELECTION OF 1994 9 3/4% NOTES TO BE REDEEMED OR
PURCHASED.

         If less than all outstanding 1994 9 3/4% Notes are to be redeemed or 
if less than all 1994 9 3/4% Notes tendered pursuant to an Offer are to be 
accepted for payment, Citicasters shall select the outstanding 1994 9 3/4% 
Notes to be redeemed or accepted for payment in compliance with the 
requirements of the principal national securities exchange, if any, on which 
the 1994 9 3/4% Notes are listed or, if the 1994 9 3/4% Notes are not listed 
on a securities exchange, on a pro rata basis, by lot or by any other method 
that the Trustee deems fair and appropriate; PROVIDED, HOWEVER, that if any 
Additional 1994 9 3/4% Notes are outstanding, such selection shall be 
effected in such a manner as to ensure that the ratio of the outstanding 
principal amount of the Initial 1994 9 3/4% Notes and the ratio of the 
outstanding principal amount of Additional 1994 9 3/4% Notes, respectively, 
to the sum of the outstanding principal amount of the Initial 1994 9 3/4% 
Notes and Additional 1994 9 3/4% Notes prior to such selection is equal to 
such ratios after such selection.  If Citicasters elects to mail notice of a 
redemption to Holders, the Trustee shall, at least 5 days prior to the date 
notice of redemption is to be mailed, (i) select the 1994 9 3/4% Notes to be 
redeemed from 1994 9 3/4% Notes outstanding not previously called for 
redemption, and (ii) promptly notify Citicasters of the names of each Holder 
of 1994 9 3/4% Notes selected for redemption, the principal amount of 1994
9 3/4% Notes held by each such Holder and the principal amount of such Holder's
1994 9 3/4% Notes that are to be redeemed.  If less than all 1994 9 3/4% 
Notes tendered pursuant to an Offer are to be accepted for payment, the 
Trustee shall select on or prior to the Purchase Date for such Offer the 1994 
9 3/4% Notes to be accepted for payment; PROVIDED, HOWEVER, that if any 
Additional 1994 9 3/4% Notes are outstanding, such selection shall be 
effected in such a manner as to ensure that the ratio of the outstanding 
principal amount of the Initial 1994 9 3/4% Notes and the ratio of the 
outstanding principal amount of Additional 1994 9 3/4% Notes, respectively, 
to the sum of the outstanding principal amount of the Initial 1994 9 3/4% 
Notes and Additional 1994 9 3/4% Notes prior to such selection is equal to 
such ratios after such selection.  The Trustee shall select for redemption or 
purchase 1994 9 3/4% Notes or portions of 1994 9 3/4% Notes in principal 
amounts of $1,000 or integral multiples of $1,000; except that if all of the 
1994 9 3/4% Notes of a Holder are selected for redemption or purchase, the 
aggregate principal amount of the 1994 9 3/4% Notes held by such Holder, even 
if not a multiple of $1,000, may be redeemed or purchased.  Except as 
provided in the preceding sentence, provisions of this Indenture that apply 
to 1994 9 3/4% Notes called for redemption or tendered pursuant to an Offer 
also apply to portions of 1994 9 3/4% Notes called for redemption or tendered 
pursuant to an Offer.

         SECTION 3.3.  NOTICE OF REDEMPTION.

              (a)  At least 30 days but not more than 60 days before any
Redemption Date, Citicasters shall mail by first class mail to each such
Holder's registered address a notice of redemption to each Holder of 1994 9 3/4%
Notes or portions thereof that are to be redeemed.  With respect to any
redemption of 1994 9 3/4% Notes, the notice shall identify the 1994 9 3/4% Notes
or portions

                                         A-14




thereof to be redeemed and shall state:  (1) the Redemption Date; (2) the 
Redemption Price for the 1994 9 3/4% Notes and the amount of unpaid and 
accrued interest on such 1994 9 3/4% Notes as of the date of redemption; (3) 
if any Note is being redeemed in part, the portion of the principal amount of 
such Note to be redeemed and that, after the Redemption Date, upon surrender 
of such Note, a new Note or 1994 9 3/4% Notes in principal amount equal to 
the unredeemed portion will be issued; (4) the name and address of the Paying 
Agent; (5) that 1994 9 3/4% Notes called for redemption must be surrendered 
to the Paying Agent to collect the Redemption Price for, and any accrued and 
unpaid interest on, such 1994 9 3/4% Notes; (6) that, unless Citicasters 
defaults in making such redemption payment, interest on 1994 9 3/4% Notes 
called for redemption ceases to accrue on and after the Redemption Date and 
the only remaining right of the Holders of such 1994 9 3/4% Notes is to 
receive payment of the Redemption Price upon surrender to the Paying Agent of 
the 1994 9 3/4% Notes redeemed; and (7) if fewer than all the 1994 9 3/4% 
Notes are to be redeemed, the identification of the particular 1994 9 3/4% 
Notes (or portion thereof) to be redeemed, as well as the aggregate principal 
amount of 1994 9 3/4% Notes to be redeemed and the aggregate principal amount 
of 1994 9 3/4% Notes to be outstanding after such partial redemption.

              (b)  At Citicasters' request, the Trustee shall (at 
Citicasters' expense) give the notice of any redemption to Holders; PROVIDED, 
HOWEVER, that Citicasters shall deliver to the Trustee, at least 10 days 
prior to the date that notice of the redemption is to be mailed to Holders, 
an Officers' Certificate that (i) requests the Trustee to give notice of the 
redemption to Holders, (ii) sets forth the information to be provided to 
Holders in the notice of redemption, as set forth in the preceding paragraph, 
and (iii) sets forth the aggregate principal amount of 1994 9 3/4% Notes to 
be redeemed and the amount of accrued and unpaid interest thereon as of the 
redemption date.  If the Trustee is not the Registrar, Citicasters shall, 
concurrently with any such request, cause the Registrar to deliver to the 
Trustee a certificate (upon which the Trustee may rely) setting forth the 
name of, the address of, and the aggregate principal amount of 1994 9 3/4% 
Notes held by, each Holder; PROVIDED FURTHER that any such Officers' 
Certificate may be delivered to the Trustee on a date later than permitted 
under this Section 3.3(b) if such later date is acceptable to the Trustee.

         SECTION 3.4.  EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed to the Holders, 1994 9 3/4% Notes
called for redemption become due and payable on the Redemption Date at the
Redemption Price.  Upon surrender to the Trustee or the Paying Agent, the 1994
9 3/4% Notes called for redemption shall be paid at the Redemption Price.

         SECTION 3.5.  DEPOSIT OF REDEMPTION PRICE.

              (a)  On or prior to any Redemption Date, Citicasters shall
deposit with the Paying Agent money sufficient to pay the Redemption Price of,
and accrued interest on, all 1994 9 3/4% Notes to be redeemed on that date.
After any Redemption Date, the Trustee or the Paying Agent shall promptly return
to Citicasters any money that Citicasters deposited with the Trustee or

                                         A-15




the Paying Agent in excess of the amounts necessary to pay the Redemption Price
of, and accrued interest on, all 1994 9 3/4% Notes to be redeemed.

              (b)  If Citicasters complies with the preceding paragraph, 
unless Citicasters defaults in the payment of such Redemption Price interest 
on the 1994 9 3/4% Notes to be redeemed will cease to accrue on such 1994 9 
3/4% Notes on the applicable Redemption Date, whether or not such 1994 9 3/4% 
Notes are presented for payment. If a Note is redeemed on or after an 
interest record date but on or prior to the related interest payment date, 
then any accrued and unpaid interest shall be paid to the Person in whose 
name such Note was registered at the close of business on such record date.  
If any Note called for redemption shall not be so paid upon surrender for 
redemption because of the failure of Citicasters to comply with the preceding 
paragraph, interest will be paid on the unpaid principal, premium, if any, 
and interest from the redemption date until such principal, premium and 
interest is paid, at the rate of interest provided in the 1994 9 3/4% Notes 
and Section 4.1.

         SECTION 3.6.  1994 9 3/4% NOTES REDEEMED IN PART.

    Upon surrender of a Note that is redeemed in part, Citicasters shall issue
and the Trustee shall authenticate for the Holder at Citicasters' expense a new
Note equal in principal amount to the unredeemed portion of the Note
surrendered.

         SECTION 3.7.  OPTIONAL REDEMPTION.

              (a)  Except as otherwise provided in this Section 3.7 or in
paragraph (b) of the 1994 9 3/4% Note Asset Sale Offer with respect to the New
World Station Sale, the 1994 9 3/4% Notes may not be redeemed at the option of
Citicasters prior to February 15, 1999.  Thereafter, the 1994 9 3/4% Notes will
be subject to redemption at the option of Citicasters, in whole or in part, at
the Redemption Prices (expressed as percentages of the principal amount of the
1994 9 3/4% Notes) set forth below, plus any accrued and unpaid interest to the
Redemption Date, if redeemed during the twelve-month period beginning on
February 15 of the years indicated below:

         YEAR                                    PERCENTAGE

         1999...............................     104.875%
         2000...............................     103.250%
         2001...............................     101.625%
         2002 and thereafter................     100.000%

         Notwithstanding the foregoing, up to 25% in aggregate principal amount
of 1994 9 3/4% Notes originally issued under this Indenture will be redeemable
from time to time prior to December 31, 1996, at the option of Citicasters, from
the Net Proceeds of one or more Public Offerings of Citicasters at a Redemption
Price equal to 108.75% of the principal amount thereof, together with accrued
and unpaid interest to the date of redemption; provided, however, that any such
redemption shall be permitted only if and to the extent that, after giving
effect thereto and to


                                         A-16




any simultaneous redemptions pursuant to Section 3.7(b) or Section 3.7(c), at
least $75,000,000 in principal amount of Initial 1994 9 3/4% Notes will remain
outstanding.

              (b)  Prior to February 15, 1999, the 1994 9 3/4% Notes will be 
subject to redemption (a "Change of Control Redemption") at the option of 
Citicasters, in whole or in part, at any tune within 180 days after the later 
of (i) a Change of Control Trigger Date, and (ii) the completion of an Offer 
made as a result of a Change of Control, at a redemption price equal to the 
sum of (A) the principal amount thereof, plus (B) accrued and unpaid interest 
to the redemption date, plus (C) the Applicable Premium; PROVIDED, HOWEVER, 
that a Change of Control Redemption shall be permitted only if and to the 
extent that, after giving effect thereto and to any simultaneous redemptions 
pursuant to the last sentence of Section 3.7(a) or Section 3.7(c), at least 
$75,000,000 in principal amount of 1994 9 3/4% Notes will remain outstanding, 
unless such Change of Control Redemption is for all outstanding 1994 9 3/4% 
Notes.

              (c)  Prior to December 31, 1996 the 1994 9 3/4% Notes will be
subject to redemption (an "Asset Sale Redemption") at the option of Citicasters,
in whole or in part, following an Asset Sale, other than a Permitted Television
Station Sale, in connection with an Asset Sale Payment; provided that an Asset
Sale Redemption may be made by Citicasters only if, and to the extent that, each
of the following conditions is satisfied; (i) only two Asset Sale Redemptions
will be permitted under this Indenture; (ii) the maximum aggregate principal
amount of 1994 9 3/4% Notes to be redeemed pursuant to an Asset Sale Redemption
will be limited to that amount which is necessary to make the ratio set forth in
paragraph (c) under the definition of 1994 9 3/4% Note Asset Sale Offer, given
the amount of the proposed Asset Sale Payment, equal to (but not more or less
than) 4.5:1; and (iii) after giving effect to the proposed Asset Sale Redemption
and to any simultaneous redemptions pursuant to the last sentence of Section
3.7(a) or Section 3.7(b), at least $75,000,000 in principal amount of Initial
1994 9 3/4% Notes will remain outstanding. In the event of an Asset Sale
Redemption, the 1994 9 3/4% Notes will be redeemable at the Redemption Prices
(expressed as percentages of the principal amount of the 1994 9 3/4% Notes) set
forth below, plus any accrued and unpaid interest to the date of redemption, if
redeemed during the periods indicated below.

                   PERIOD                                  PERCENTAGE

         February 15, 1994 to July 31, 1994                102.00%
         August 1, 1994 to February 14, 1995               103.00%
         February 15, 1995 to December 31, 1996            108.75%

         SECTION 3.8.  MANDATORY OFFERS.

              (a)  Within 60 days after any Change of Control Trigger Date, 
or within 10 Business Days after any Asset Sale Trigger Date, Citicasters 
shall mail a notice to each Holder (with a copy to the Trustee) containing 
all instructions and materials necessary to enable such Holders to tender 
1994 9 3/4% Notes pursuant to the Offer and stating:  (1) that an Offer is 
being made pursuant to a Change of Control Offer or pursuant to the 
definition of 1994 9 3/4% Note Asset Sale Offer, as

                                         A-17




the case may be, the length of time the Offer shall remain open, and the 
maximum aggregate principal amount of 1994 9 3/4% Notes that Citicasters is 
required to purchase pursuant to such Offer (2) the purchase price for the 
1994 9 3/4% Notes, the amount of accrued and unpaid interest on such 1994 9 
3/4% Notes as of the purchase date, and the purchase date (which shall be no 
earlier than 30 days nor later than 40 days from the date such notice is 
mailed (the "Purchase Date"); (3) that any Note not tendered will continue to 
accrue interest if interest is then accruing; (4) that, unless Citicasters 
fails to deposit with the Paying Agent on the Purchase Date an amount 
sufficient to purchase all 1994 9 3/4% Notes accepted for payment, interest 
shall cease to accrue on such 1994 9 3/4% Notes after the Purchase Date; (5) 
that Holders electing to tender any Note or portion thereof will be required 
to surrender their Note, with a form entitled "Option of Holder to Elect 
Purchase" completed, to the Paying Agent at the address specified in the 
notice prior to the close of business on the Business Day preceding the 
Purchase Date, PROVIDED that Holders electing to tender only a portion of any 
Note must tender a principal amount of $1,000 or integral multiples thereof; 
(6) that Holders will be entitled to withdraw their election to tender 1994 9 
3/4% Notes if the Paying Agent receives, not later than the close of business 
on the second Business Day preceding the Purchase Date, a telegram, telex, 
facsimile transmission or letter setting forth the name of the Holder, the 
principal amount of 1994 9 3/4% Notes delivered for purchase, and a statement 
that such Holder is withdrawing his election to have such Note purchased; (7) 
that Holders whose 1994 9 3/4% Notes are accepted for payment in part will be 
issued new 1994 9 3/4% Notes equal in principal amount to the unpurchased 
portion of 1994 9 3/4% Notes surrendered, PROVIDED that only 1994 9 3/4% 
Notes in a principal amount of $1,000 or integral multiples thereof will be 
accepted for payment in part and (8) if the Offer is made with respect to a 
Change of Control, the circumstances and relevant facts regarding such Change 
of Control.

              (b)  Notwithstanding anything in this Section 3.8 to the 
contrary, Citicasters shall not be required to commence an Offer as a result 
of a Change of Control if, within thirty (30) days of the Change of Control 
Trigger Date, Citicasters notifies the Holders that all outstanding 1994 9 
3/4% Notes will be redeemed pursuant to a Change of Control Redemption.

              (c)  Subject to the provisions of Article 10, on the Purchase 
Date for any Offer, Citicasters will (i) in the case of an Offer resulting 
from a Change of Control, accept for payment all 1994 9 3/4% Notes or 
portions thereof tendered pursuant to such Offer and, in the case of an Offer 
resulting from one or more Asset Sales, accept for payment the maximum 
principal amount of 1994 9 3/4% Notes or portions thereof tendered pursuant 
to such Offer that can be purchased out of Excess Proceeds from such Asset 
Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all 
1994 9 3/4% Notes or portions thereof accepted for payment and any accrued 
and unpaid interest on such 1994 9 3/4% Notes as of the Purchase Date, and 
(iii) deliver, or cause to be delivered, to the Trustee all 1994 9 3/4% Notes 
tendered pursuant to the Offer, together with an Officers' Certificate 
setting forth the name of each Holder of the tendered 1994 9 3/4% Notes and 
the principal amount of the 1994 9 3/4% Notes or portions thereof tendered by 
each such Holder. For purposes of this Section 3.8, the Trustee shall act as 
the Paying Agent.

                                         A-18



              (d)  With respect to any Offer, (i) if less than all of the 
1994 9 3/4% Notes tendered pursuant to an Offer are to be accepted for 
payment by Citicasters for any reason, Citicasters and the Trustee shall 
select on or prior to the Purchase Date the 1994 9 3/4% Notes or portions 
thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, 
HOWEVER, that if any Additional 1994 9 3/4% Notes are outstanding, such 
selection shall be effected in such a manner as to ensure that the ratio of 
the outstanding principal amount of the Initial 1994 9 3/4% Notes and the 
ratio of the outstanding principal amount of Additional 1994 9 3/4% Notes, 
respectively, to the sum of the outstanding principal amount of the Initial 
1994 9 3/4% Notes and Additional 1994 9 3/4% Notes prior to such selection is 
equal to such ratios after such selection, and (ii) if Citicasters deposits 
with the Paying Agent on or prior to the Purchase Date an amount sufficient 
to purchase all 1994 9 3/4% Notes accepted for payment, interest shall cease 
to accrue on such 1994 9 3/4% Notes on the Purchase Date; PROVIDED, HOWEVER, 
that if Citicasters fails to deposit an amount sufficient to purchase all 
1994 9 3/4% Notes -accepted for payment, the deposited funds shall be used to 
purchase on a pro rata basis all 1994 9 3/4% Notes accepted for payment and 
interest shall continue to accrue on all 1994 9 3/4% Notes not purchased.

              (e)  Subject to the provisions of Article 10, promptly after 
the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail 
to each Holder of 1994 9 3/4% Notes or portions thereof accepted for payment 
an amount equal to the purchase price for, plus any accrued and unpaid 
interest on, such 1994 9 3/4% Notes, (ii) with respect to any tendered Note 
not accepted for payment in whole or in part, the Trustee shall return such 
Note to the Holder thereof, and (iii) with respect to any Note accepted for 
payment in part, the Trustee shall authenticate and mail to each such Holder 
a new Note equal in principal amount to the unpurchased portion of the 
tendered Note.

              (f)  Citicasters will (i) publicly announce the results of the 
Offer on or as soon as practicable after the Purchase Date, and (ii) comply 
with Rule 14e-1 under the Exchange Act and any other securities laws and 
regulations to the extent such laws and regulations are applicable to any 
Offer.

                                      ARTICLE IV
                                  SELECTED COVENANTS

                                      *   *   *

         SECTION 4.5.  LIMITATION ON RESTRICTED PAYMENTS.

              (a)  Citicasters shall not, and shall not permit any Subsidiary
to, directly or indirectly, make any Restricted Payment, except (1) dividends,
payments or other distributions with respect of any Capital Stock by any
Subsidiary to Citicasters or any Wholly owned Subsidiary of Citicasters, (2)
repurchases, redemptions, retirements or acquisitions of Capital Stock by a
Wholly owned Subsidiary of Citicasters from Citicasters or another Wholly owned
Subsidiary of Citicasters, (3) payments, prepayments, repurchases, redemptions
and acquisitions permitted under Section 4.7 with respect to Indebtedness not
incurred in violation of Section, 4.7, and (4) Restricted Payments

                                         A-19





by Citicasters if (i) at the time of and after giving effect to the proposed
Restricted Payment no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof, (ii) at the time of and
immediately after giving effect to the proposed Restricted Payment, Citicasters
could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.7(b)
and (iii) at the time of and immediately after giving effect to the proposed
Restricted Payment (the value of any such payment if other than cash, as
determined by the Board of Directors, whose determination shall be conclusive
and evidenced by a Board Resolution, PROVIDED that in the event such value
exceeds $3 million such determination shall be supported by a fairness opinion
of an Independent Financial Advisor) the aggregate amount of all Restricted
Payments (excluding all payments, investments, redemptions, repurchases,
retirements and other acquisitions described in clause (ii) of Section 4.5(b))
declared or made after the Issue Date does not exceed an amount equal to the sum
of (A) Cumulative Operating Cash Flow of Citicasters and its Subsidiaries less
1.4 times Cumulative Total Interest Expense of Citicasters and its Subsidiaries,
plus (B) an amount equal to 100% of the aggregate Qualified Capital Stock
Proceeds received by Citicasters from the issuance and sale (other than to a
Subsidiary of Citicasters) of Qualified Capital Stock to the extent that such
proceeds are not used to redeem, repurchase, return or otherwise acquire Capital
Stock or any Indebtedness of Citicasters or any Subsidiary pursuant to clause
(ii) of Section 4.5(b) and (C) $5,000,000.

              (b)  Notwithstanding Section 4.5(a), the following Restricted
Payments may be made:  (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at said date of declaration such payment would
have complied with the provisions of this Indenture; (ii) the redemption,
repurchase, retirement or other acquisition for value of any Capital Stock or
any Indebtedness of Citicasters or any Subsidiary in exchange for, or out of the
Qualified Capital Stock Proceeds of, the substantially concurrent sale (other
than to Citicasters or a Subsidiary of Citicasters) of Qualified Capital Stock
of Citicasters; and (iii) the redemption of 1994 9 3/4% Notes under the
circumstances provided in Article 3 and pursuant to a Change of Control Offer
and a 1994 9 3/4% Note Asset Sale Offer.

                                        * * *

         SECTION 4.7.  LIMITATION ON INDEBTEDNESS.

              (a)  Except as set forth in this Section 4.7, Citicasters shall
not, and shall not permit any Subsidiary, after the Issue Date, directly or
indirectly, to Incur any Indebtedness (including Acquired Indebtedness and under
any Additional Note).  For purposes of this Indenture, Indebtedness of any
Acquired Person that is not a Subsidiary, which Indebtedness is outstanding at
the time such Person is acquired by Citicasters or a Subsidiary or becomes, or
is merged into or consolidated with, a Subsidiary, shall be deemed to have been
Incurred by Citicasters at the time such Acquired Person becomes, or is merged
into or consolidated with, a Subsidiary.

              (b)  Notwithstanding Section 4.7(a) and in addition to
Indebtedness permitted to be Incurred under Section 4.7(c), Citicasters (subject
to the limitations set forth in Section 4.15) or any Subsidiary may Incur
Indebtedness if (i) no Default or Event of Default shall have occurred

                                         A-20




and be continuing at the time or as a consequence of the Incurrence of such
Indebtedness and (ii) on the date of the Incurrence of such Indebtedness, the
Debt to Operating Cash Flow Ratio of Citicasters and its Subsidiaries at the
time of such Incurrence, after giving pro forma effect thereto, is 7.0:1 or
less.

              (c)  Notwithstanding Section 4.7(a) and in addition to
Indebtedness permitted to be Incurred under Section 4.7(b), Citicasters and its
Subsidiaries may Incur any of the following Indebtedness:

                   (i)  Designated Senior Debt;

                   (ii)  Indebtedness evidenced by the Initial 1994 9 3/4%
                         Notes;

                   (iii)  Indebtedness to any Wholly owned Subsidiary of
    Citicasters or Indebtedness of any Subsidiary to Citicasters (provided that
    such Indebtedness is at all times held by Citicasters or a Wholly owned
    Subsidiary of Citicasters); PROVIDED, HOWEVER, that for purposes of this
    Section 4.7, upon either (A) the transfer or other disposition by any such
    Wholly owned Subsidiary of any Indebtedness so permitted to a Person other
    than Citicasters or another Wholly owned Subsidiary of Citicasters or (B)
    the issuance, sale, lease, transfer or other disposition of shares of
    Capital Stock (including by consolidation or merger) of such Wholly owned
    Subsidiary to a Person other than Citicasters or another such Wholly owned
    Subsidiary, the provisions of this clause (iii) shall no longer be
    applicable to such Indebtedness and such Indebtedness shall be deemed to
    have been Incurred by Citicasters at the time of such transfer or other
    disposition;

                   (iv)  Refinancing Indebtedness with respect to Indebtedness
    that was Incurred prior to the Issue Date or, if incurred after the Issue
    Date, was Incurred in compliance with the provisions of this Indenture;
    PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing
    Indebtedness shall not exceed the principal amount (or accreted value, in
    the case of Indebtedness issued at a discount) of the Indebtedness so
    extended, refinanced, renewed, replaced, substituted, defeased or refunded
    (plus the amount of fees, costs and expenses incurred and the amount of any
    premium, penalties, breakage costs and other similar amounts required to be
    paid in connection with such refinancing pursuant to the terms of the
    instrument governing the Indebtedness so extended, refinanced, renewed,
    replaced, substituted, defeased or refunded or the amount of any premium
    reasonably determined by Citicasters as necessary to accomplish a
    refinancing by means of a tender offer or privately negotiated repurchase,
    which determination shall be supported by a fairness opinion from an
    Independent Financial Advisor, plus the fees, costs and expenses of such
    tender offer or repurchase); and (B) the Refinancing Indebtedness shall (1)
    have a Weighted Average Life to Maturity equal to or greater than the
    Weighted Average Life to Maturity of the Indebtedness being extended,
    refinanced, renewed, replaced, substituted, defeased or refunded; (2) not
    have a final scheduled maturity earlier than the final scheduled maturity
    of the Indebtedness being extended, refinanced, replaced, renewed,
    substituted, defeased or

                                         A-21




    refunded; (3) not permit redemption at the option of the holder earlier than
    the earliest date of redemption at the option of the holder of the
    Indebtedness being extended, refinanced, replaced, renewed, substituted,
    defeased or refunded; and (4) rank no more senior or be at least as
    subordinated, as the case may be, in right of payment to the 1994 9 3/4%
    Notes as the Indebtedness being extended, refinanced, replaced, renewed,
    substituted, defeased or refunded; PROVIDED, FURTHER, that the limitations
    contained in this clause (iv) shall not preclude Citicasters or any of its
    Subsidiaries from Incurring additional Indebtedness permitted to
    be Incurred at the time under Section 4.7(b) or any other clause of this
    Section 4.7(c), notwithstanding that such additional Indebtedness would
    fall within the definition of "Refinancing Indebtedness";

                   (v)  With respect to Citicasters, Guarantees of obligations
    under existing Investments in The Theme Park Partnership, an Australian
    partnership, up to an aggregate amount not exceeding 4,033,125 Dollars
    (Australian);

                   (vi)  Indebtedness with respect to Interest Rate or Currency
    Protection Agreements; and

                   (vii)  Indebtedness not otherwise permitted to be Incurred
    pursuant to clauses (i) through (vi) above which, together with any other
    outstanding Indebtedness Incurred pursuant to this clause (vii), has an
    aggregate principal amount not in excess of $25,000,000 at any one time
    outstanding (plus Obligations for related payments for early termination,
    interest, fees, expenses and indemnities and other similar amounts payable
    thereunder or in connection therewith).

                                      *   *   *

                                      ARTICLE VI
                                DEFAULTS AND REMEDIES

         SECTION 6.1.   EVENTS OF DEFAULT

              (a)  Each of the following constitutes an "Event of Default": 
(i) default for 30 days in the payment when due of interest on any 1994 
9 3/4% Notes (whether or not prohibited by the subordination provisions of this 
Indenture); (ii) default in the payment when due, whether at maturity, upon 
acceleration, redemption or otherwise, of principal on any 1994 9 3/4% Notes 
(whether or not prohibited by the subordination provisions of this 
Indenture); (iii) failure by Citicasters for 30 days after receipt of notice 
from the Trustee or Holders of at least 25% of the principal amount of the 
outstanding 1994 9 3/4% Notes to comply with any other provisions of this 
Indenture or any 1994 9 3/4% Notes; (iv) default under any mortgage, 
indenture or instrument under which there may be Incurred or by which there 
may be secured or evidenced any Indebtedness for money borrowed by 
Citicasters or any of its Subsidiaries (or the payment of which is guaranteed 
by Citicasters or any of its Subsidiaries) whether such Indebtedness now 
exists, or is created after the Issue Date if

                                         A-22




(A) such default results in the acceleration of such Indebtedness prior to its
express maturity or shall constitute a default in the payment of such
Indebtedness at final maturity of such Indebtedness, and (B) the principal
amount of any such Indebtedness that has been accelerated or not paid at
maturity, when added to the aggregate principal amount of all other such
Indebtedness that has been accelerated or not paid at maturity, exceeds
$10,000,000; (v) failure by Citicasters or any of its Significant Subsidiaries
to pay final judgments, the uninsured portion of which exceeds $10,000,000,
which judgments are not paid, discharged, bonded or stayed for a period of 60
days after the date of entry thereof, (vi) if under any Bankruptcy Law,
(A) Citicasters or any Significant Subsidiary commences a voluntary case,
consents to the entry of an order for relief against it in an involuntary case,
consents to the appointment of a Custodian of it or for all or substantially all
of its property, or makes a general assignment for the benefit of its creditors,
or (B) a court of competent jurisdiction enters an order or decree, and such
order or decree remains unstated and in effect for 60 days, that is for relief
against Citicasters or any Significant Subsidiary in an involuntary case,
appoints a Custodian of Citicasters or any Significant Subsidiary, or orders the
liquidation of Citicasters or any Significant Subsidiary; and (vii) any of the
Applicable Documents shall cease, for any reason, to be in full force and effect
in any material respect, except as a result of an amendment, waiver or
termination thereof as contemplated or permitted hereby or Citicasters shall so
assert in writing.


                                         A-23

EX-4.4

                                                                     EXHIBIT 4.4

                    EFFECTIVENESS AGREEMENT dated as of February 14, 1997 (this
               "Effectiveness Agreement"), among JACOR COMMUNICATIONS COMPANY, a
               Florida corporation (the "Company"), the lenders listed on
               Schedule 1 hereto as Departing Lenders (the "Departing Lenders"),
               Continuing Lenders (the "Continuing Lenders") and Additional
               Lenders (the "Additional Lenders", and collectively with the
               Departing Lenders and the Continuing Lenders, the "Lenders"), and
               THE CHASE MANHATTAN BANK, as Administrative Agent, BANQUE
               PARIBAS, as Documentation Agent, and BANK OF AMERICA ILLINOIS, as
               Syndication Agent, in each case under the Credit Agreement (the
               "Credit Agreement") dated as of June 12, 1996, among the Company,
               the Lenders, the Administrative Agent, the Documentation Agent
               and the Syndication Agent, as amended.


          WHEREAS the Company has requested, and the Lenders, the Issuing Banks
and the Agents have agreed, upon the terms and subject to the conditions set
forth herein, that the Credit Agreement be amended and restated as provided
herein effective upon satisfaction of the conditions set forth in Section 7
below;

          NOW, THEREFORE, the Company, each of the Lenders, each of the Issuing
Banks, the Administrative Agent, the Documentation Agent and the Syndication
Agent hereby agree as follows:

          SECTION 1.  DEFINED TERMS.  Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the form of amended and
restated Credit Agreement attached as Exhibit A hereto (the "Restated Credit
Agreement").

          SECTION 2.  EFFECTIVENESS DATE.  (a)  The transactions provided for in
Sections 3, 4, 5 and 6 hereof shall be consummated at a closing (the "Closing")
to be held on the Effectiveness Date (as hereinafter defined) at the offices of
Cravath, Swaine & Moore, or at such other time and place as the parties shall
agree.

          (b)  The "Effectiveness Date" shall be specified by the Company and
shall be a date not later than February 28, 1997, as of which all the conditions
set forth or referred to in Section 7 hereof shall have been satisfied.  The
Company shall give not less than one Business Day's written notice proposing a
date as the Effectiveness Date to the Administrative Agent, which shall send
copies of such notice to the Lenders.  This Effectiveness Agreement shall
terminate at 5:00 p.m. (New York time) on February 28, 1997, if the
Effectiveness Date shall not have occurred at or prior to such time.

          SECTION 3.  AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT.  The
Credit Agreement (including all Exhibits and Schedules thereto) is hereby
amended and restated, effective as of the Effectiveness Date (subject to the
satisfaction of the conditions set forth in Section 7 below), to read in its
entirety as set forth in Exhibit A hereto, and the form of Mortgage attached as
Exhibit C to the Credit Agreement is hereby amended and restated, effective as
of the Effectiveness Date (subject to the conditions set forth in Section 7
below), to read in its entirety as set forth in Exhibit B hereto.  Each Exhibit
referred to in the Restated Credit Agreement, other than the form of Mortgage,
shall remain unchanged.  As used in the Credit Agreement, the terms "Agreement",
"this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of
similar import shall, unless the context otherwise requires, mean the Credit
Agreement as amended and restated pursuant to this Effectiveness Agreement.  As
used in the Loan Documents, the term "Credit Agreement" shall, unless the
context otherwise requires, mean the Credit Agreement as amended and restated
pursuant to this Effectiveness Agreement.

          SECTION 4.  DELIVERY OF NOTES.  On or prior to the Effectiveness Date,
the Lenders shall deliver to the Administrative Agent, for delivery to and
cancelation by the Company, all notes issued by the Company under the Credit
Agreement and then held by them (collectively, the "Notes").  Each Lender that
fails so to deliver any of its Notes hereby agrees to indemnify the Company for
any loss resulting from such failure.  Upon the effectiveness of the Restated
Credit Agreement, the Administrative Agent shall release and deliver the Notes
to the Company for cancelation.


                                                                               2


          SECTION 5.  FEES AND EXPENSES.  On the Effectiveness Date, on or
before the effectiveness of the Restated Credit Agreement, the Company shall pay
to the Administrative Agent (a) for its own account all fees and other amounts
owed to it as of the Effectiveness Date, (b) for the account of each Lender
(i) an amendment fee equal to 0.125% of the aggregate amount of such Lender's
Commitments as in effect immediately prior to the Closing (such Lender's
"Existing Commitments"), (ii) an upfront fee equal to 0.250% of the aggregate
amount of any increase in such Lender's Commitments after giving effect to the
Closing or, in the case of any Additional Lender, of the aggregate amount of
such Lender's Commitments, (iii) all unpaid fees accrued to but excluding the
Effectiveness Date for the account of such Lender under Section 2.11 of the
Credit Agreement, (iv) all unpaid interest accrued to but excluding the
Effectiveness Date in respect of the Loans of such Lender outstanding under the
Credit Agreement and (v) any amount due to such Lender under Section 3.4 of the
Credit Agreement in connection with any reduction of its outstanding Loans as a
result of the transactions contemplated by Section 6 below (deeming any such
reduction of any such Loan to be a prepayment of the subject Loan for purposes
of such Section 3.4), and (c) for the account of each applicable payee, all
expenses due and payable under the Restated Credit Agreement on or before the
Effectiveness Date in connection with the Loan Documents to be delivered on the
Effectiveness Date or otherwise, including, without limitation, the reasonable
fees and expenses accrued and invoiced through the Effectiveness Date of
Cravath, Swaine & Moore and any other counsel retained by any Agent.

          SECTION 6.  REPAYMENT OF TERM A LOANS; ASSIGNMENT.  (a)  On the
Effectiveness Date, upon the effectiveness of the Restated Credit Agreement and
subject to the terms and conditions thereof, the Additional Lenders and the
Continuing Lenders having Revolving Loan Commitments under the Restated Credit
Agreement shall make, and the Company shall borrow, the Revolving Loans
requested by the Borrower to be made on the Effectiveness Date.  The Company
hereby directs the Administrative Agent to apply the proceeds of such Revolving
Loans to repay Term A Loans in the amount of the difference on the Effectiveness
Date between the aggregate amount of the Term A Loans outstanding immediately
prior to the effectiveness of the Restated Credit Agreement and the aggregate
amount of the Term A Loan Commitments under the Restated Credit Agreement.  Such
payments shall be made ratably among the Lenders in accordance with the
principal amounts of their respective Term A Loans.

          (b)  On the Effectiveness Date, upon the effectiveness of the Restated
Credit Agreement and subject to the conditions referred to in Section 7 below,
(i) each of the Departing Lenders and certain Continuing Lenders shall assign to
the other Continuing Lenders and Additional Lenders, and each of such other
Continuing Lenders and Additional Lenders shall purchase from the Departing
Lenders and such Continuing Lenders, at the principal amount thereof, such
interests in the Loans outstanding on such date that are not being repaid
pursuant to paragraph (a) above as shall be necessary in order that, after
giving effect to all such assignments and purchases, such Loans will be held by
the Continuing Lenders and Additional Lenders ratably in accordance with the
Term A Loan Commitments, Term B Loan Commitments and Revolving Commitments,
respectively, as set forth on Schedule 1 to the Restated Credit Agreement.  Such
assignments shall be made ratably among the Lenders in accordance with the
principal amounts of their respective commitments and holdings of outstanding
Loans.   Such assignments and purchases shall be without recourse or
representation, except that each assigning Lender shall be deemed to have
represented that it is the legal and beneficial owner of the interests assigned
by it free and clear of any adverse claim.  Concurrently with the effectiveness
of such assignments and purchases, the Departing Lenders shall cease to be
parties to the Credit Agreement and shall be released from all further
obligations thereunder and shall have no further rights to or interest in any of
the Collateral; PROVIDED, HOWEVER, that the Departing Lenders shall continue to
be entitled to the benefits of all yield protection, expense reimbursement and
indemnity provisions contained in the Credit Agreement as in effect immediately
prior to the Closing.  The interest rate applicable to any portion of any
Eurodollar Loan so assigned to any Continuing Lender or any Additional Lender on
the Effectiveness Date shall be increased until the termination of the Interest
Period applicable thereto on the Effectiveness Date by an amount equal to the
difference, if positive, as determined by the Administrative Agent (which
determination shall be conclusive absent manifest error),  between the
Eurodollar Base Rate that would apply to a Loan made on the Effectiveness Date
for an interest period as close as is available to the period extending from the
Effectiveness Date to the last day of such Interest Period and the Eurodollar
Base Rate initially used to determine such interest rate.

          (c)  On the Effectiveness Date, upon the effectiveness of the Restated
Credit Agreement (i) each Additional Lender and each Continuing Lender that is
purchasing interests in outstanding Loans pursuant to paragraph (b) above shall
pay the purchase price for the interests purchased by it pursuant to


                                                                               3


such paragraph (b) by wire transfer of immediately available funds to the
Administrative Agent not later than 12:00 Noon (New York time) and (ii) the
Administrative Agent shall pay to each Departing Lender and to each Continuing
Lender that is assigning interests in outstanding Loans pursuant to
paragraph (b) above, out of the amounts received by it pursuant to clause (i) of
this paragraph (c), the purchase price for the interests assigned by it pursuant
to such paragraph (b) by wire transfer of immediately available funds to the
account designated by such Lender to the Administrative Agent not later than
5:00 p.m. (New York time).  The Company agrees that if any Lender shall default
in the payment of any amount due from it under this Section 6, the Company shall
promptly pay the defaulted amount to the Administrative Agent by wire transfer
of immediately available funds, together with interest on such amount at the
Base Rate from the Effectiveness Date to the date of payment.  Upon any such
payment by the Company, (i) the Company shall be subrogated to all rights of the
assigning Lender against the defaulting Lender and (ii) the Company shall have
the right, at the defaulting Lender's expense, upon notice to the defaulting
Lender and to the Administrative Agent, to require such defaulting Lender to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in Section 12.3 of the Restated Credit Agreement) all its
interests, rights and obligations under the Restated Credit Agreement to another
financial institution which shall assume such interests, rights and obligations;
PROVIDED that (A) no such assignment shall conflict with any law, rule or
regulation or order of any Governmental Authority and (B) the assignee shall pay
to the defaulting Lender, in immediately available funds on the date of such
assignment, the outstanding principal of and interest accrued to the date of
payment on the Loans made or deemed made by such defaulting Lender under the
Restated Credit Agreement, if any, and all other amounts accrued for such
defaulting Lender's account or owed to it under the Restated Credit Agreement.

          (d)  The Company hereby consents to the assignments and purchases
provided for in paragraphs (b) and (c) above and agrees that each Additional
Lender and Continuing Lender shall have all the rights of a Lender under the
Restated Credit Agreement with respect to the interests purchased by it pursuant
to such paragraphs.

          SECTION 7.  CONDITIONS.  The consummation of the transactions set
forth in Sections 3, 4, 5 and 6 of this Effectiveness Agreement shall be subject
to the satisfaction of the following conditions precedent:

          (a)  Receipt by the Administrative Agent of the following documents,
     each dated as of the Effectiveness Date, in form and substance satisfactory
     to the Lenders:

               (i)    EFFECTIVENESS AGREEMENT.  The Company shall have duly
          executed and delivered this Effectiveness Agreement to the
          Administrative Agent.

               (ii)   REAFFIRMATION AGREEMENT.  The Parent, the Company and each
          of its Subsidiaries which is party to any Collateral Document shall
          have duly executed and delivered to the Administrative Agent the
          Reaffirmation Agreement in the form of Exhibit C hereto.

               (iii)  CASH COLLATERAL ACCOUNT AGREEMENT.  The Company shall have
          duly executed and delivered to the Administrative Agent the Cash
          Collateral Account Agreement in the form of Exhibit D hereto.

          (b)  OPINIONS OF COUNSEL.  The Administrative Agent and each Lender
     shall have received a legal opinion, each dated the Effectiveness Date,
     from Graydon, Head and Ritchey, from Weil, Gotshal & Manges LLP and from
     Maguire, Voorhis & Wells, P.A., each counsel to the Parent, the Company and
     its Subsidiaries, each in form and substance acceptable to the Agents.

          (c)  CORPORATE DOCUMENTS AND CORPORATE STRUCTURE.  The Administrative
     Agent and each Lender shall have received copies of the certificate of
     incorporation of the Parent and the Company, each as amended, modified or
     supplemented to the Effectiveness Date, certified to be true, correct and
     complete by the appropriate Secretary of State as of a date not more than
     ten days prior to the Effectiveness Date, together with a copy of a good
     standing certificate from each such Secretary of State and a good standing
     certificate from the Secretary of State (or the equivalent thereof) of each
     other State in which each of them is required to be qualified to transact
     business, each to be dated a date not more than ten days prior to the
     Effectiveness Date.


                                                                               4


          (d)  CERTIFIED RESOLUTIONS, ETC.  The Administrative Agent and each
     Lender shall have received:

               (i)  a certificate of the Secretary or Assistant Secretary of
          each of the Parent and the Company dated the Effectiveness Date
          certifying (A) the names and true signatures of the incumbent officers
          of such Person authorized to sign the applicable Loan Documents,
          (B) the bylaws of such Person as in effect on the Effectiveness Date,
          (C) the resolutions of such Person's board of directors approving and
          authorizing the execution, delivery and performance of all the Loan
          Documents executed by such Person on the Effectiveness Date and
          (D) that there have been no changes in the certificate of
          incorporation of such Person since the date of the most recent
          certification thereof by the appropriate Secretary of State; and

               (ii) a certificate of the Secretary or Assistant Secretary of
          each Subsidiary of the Company that is party to the Reaffirmation
          Agreement (which certificates may be combined in a single certificate
          for all such Subsidiaries) dated the Effectiveness Date and certifying
          (A) the names and true signatures of the incumbent officers of such
          Subsidiary authorized to sign the Reaffirmation Agreement and (B) as
          to corporate authority and the due authorization, execution and
          delivery of the Reaffirmation Agreement by such Subsidiary.

          (e)  OFFICER'S CERTIFICATE.  The Administrative Agent and each Lender
     shall have received a certificate executed by an Authorized Officer of the
     Company dated the Effectiveness Date stating that (A) all the
     representations and warranties of the Company and its Subsidiaries
     contained in the Loan Documents are true and correct (other than
     representations and warranties that expressly speak only as of a different
     date), (B) after giving effect to the execution and delivery of the Loan
     Documents to be delivered on the Effectiveness Date by the Parent, the
     Company and its Subsidiaries, the funding of the initial Loans and the
     consummation of the other Transactions to be consummated on or before the
     Effectiveness Date, no Default or Unmatured Default shall have occurred and
     be continuing.  The Administrative Agent and each Lender shall have
     received a certificate executed by an Authorized Officer of the Parent
     dated the Effectiveness Date stating that all the representations and
     warranties of the Parent contained in the Loan Documents to which it is a
     party are true and correct (other than representations and warranties that
     expressly speak only as of a different date).

          (f)  CONSENTS, LICENSES, APPROVAL, ETC.  All consents, licenses and
     approvals, if any, required in connection with the execution, delivery and
     performance by the Parent, the Company and its Subsidiaries of the Loan
     Documents to be delivered on the Effectiveness Date or the validity or
     enforceability hereof or thereof, or in connection with any of the
     transactions effected pursuant hereto or thereto, shall have been obtained
     by the Parent, the Company and its Subsidiaries and be in full force and
     effect.

          (g)  FINANCIAL STATEMENTS.  The Administrative Agent and each Lender
     shall have received the audited consolidated financial statements of the
     Parent and its Subsidiaries for the fiscal years ended December 31, 1993,
     December 31, 1994, and December 31, 1995 and the unaudited consolidated
     financial statements of the Parent and its Subsidiaries for the fiscal
     period ended on September 30, 1996.

          (h)  PRO FORMA BALANCE SHEET, ETC.  The Administrative Agent and each
     Lender shall have received PRO FORMA consolidated and consolidating
     financial statements of the Parent and its Subsidiaries as of and for the
     four-fiscal-quarter period ended on September 30, 1996, giving effect to
     the Transactions to be effected on the Effectiveness Date, the issuance and
     repayment of all indebtedness issued or repaid after September 30, 1996 and
     on or prior to the Effectiveness Date, the acquisition and disposition of
     all assets acquired or disposed of after September 30, 1996 and on or prior
     to the Effectiveness Date and the payment or accrual of all costs and
     expenses incurred in connection therewith as if such transactions had
     occurred on the first day of such period, certified, to the best of such
     officer's knowledge and belief, by an Authorized Officer of the Company and
     including a calculation, certified by an Authorized Officer of the Company,
     showing compliance with each of the financial ratios set forth in
     Section 6.3 of the Restated Credit Agreement as of and for the four-fiscal-
     quarter period ended on September 30, 1996, based upon such PRO FORMA
     financial statements.


                                                                               5


          (i)  LEVERAGE RATIO AND SENIOR LEVERAGE RATIO AS OF THE EFFECTIVENESS
     DATE.  For the twelve-month period ended September 30, 1996, the Leverage
     Ratio shall be less than or equal to 6.5 to 1.0 and the Senior Leverage
     Ratio shall be less than or equal to 5.0 to 1.0, in each case as
     (i) determined on a PRO FORMA consolidated basis after giving effect to the
     Transactions as if they occurred on the first day of such period and
     (ii) evidenced by a certificate of an Authorized Officer of the Company.

          (j)  SOLVENCY.  The Administrative Agent and each Lender shall have
     received a certificate signed by an Authorized Officer of each of the
     Parent and the Company, as applicable, containing satisfactory conclusions
     as to the Solvency of the Parent, the Company and each of its Subsidiaries
     (other than the Excluded Subsidiaries) as of the Effectiveness Date after
     giving effect to the Transactions.

          (k)  LITIGATION.  The Lenders shall have determined that there exists
     no material pending or threatened litigation or other proceedings involving
     the Parent, the Company or any of its Subsidiaries except for such material
     litigation or proceedings disclosed on Schedule 5.7 to the Restated Credit
     Agreement and with respect to which the Parent or the Company has
     established full reserves in its financial statements delivered to the
     Administrative Agent and the Lenders pursuant to paragraph (g) above.

          (l)  CONDITIONS TO ALL CREDIT EVENTS.  Each of the conditions
     precedent set forth in Section 4.1 of the Restated Credit Agreement (other
     than that set forth in Section 4.1(f) thereof) shall be satisfied on the
     Effectiveness Date.

          (m)  ADDITIONAL MATTERS.  The Administrative Agent and each Lender
     shall have received such other certificates, opinions, documents and
     instruments relating to the Transactions as may have been reasonably
     requested by the Administrative Agent or any Lender, and all corporate and
     other proceedings and all other documents (including, without limitation,
     all documents referred to herein and not appearing as exhibits hereto) and
     all legal matters in connection with the Transactions shall be satisfactory
     in form and substance to the Administrative Agent and the Lenders.

          SECTION 8.  EFFECTIVENESS.  This Effectiveness Agreement shall become
effective when copies hereof which, when taken together, bear the signatures of
each of the parties hereto shall have been received by the Administrative Agent.
This Effectiveness Agreement may not be amended nor may any provision hereof be
waived except pursuant to a writing signed by the Company, the Administrative
Agent, the Documentation Agent, the Syndication Agent, the Issuing Banks and the
Lenders.

          SECTION 9.  NOTICES.  All notices hereunder shall be given in
accordance with the provisions of Section 9.1 of the Restated Credit Agreement.

          SECTION 10.  APPLICABLE LAW.  THIS EFFECTIVENESS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

          SECTION 11.  COUNTERPARTS.  This Effectiveness Agreement may be
executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract.

          SECTION 12.  EXPENSES.  The Company shall reimburse each Agent for any
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for such Agent, which attorneys
may be employees of such Agent) paid or


                                                                               6


incurred by such Agent in connection with this Effectiveness Agreement or the
Restated Credit Agreement, including, without limitation, the reasonable fees
and expenses of Cravath, Swaine & Moore.

                              JACOR COMMUNICATIONS COMPANY

                              By    /s/ R. Christopher Weber
                                -------------------------------------------
                              Title    Senior Vice President
                                   ----------------------------------------

                              50 E. RiverCenter Blvd.
                              12th Floor
                              Covington, KY 41011
                              Facsimile:  (606) 655-9348

                              Attention:  R. Christopher Weber


                              THE CHASE MANHATTAN BANK,
                              Individually and as Administrative Agent and
                              Issuing Bank

                              By    /s/ Lawrence Palumbo, Jr.
                                -------------------------------------------
                              Title    Vice President
                                   ----------------------------------------

                              THE CHASE MANHATTAN BANK
                              Administrative Agent
                              270 Park Avenue
                              New York, New York 10017

                              BANQUE PARIBAS,
                              Individually and as Documentation Agent
                              and Issuing Bank

                              By     /s/ Steven M. Heinen
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              By     /s/ Karen E. Coons
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              227 West Monroe Street
                              Suite 3300
                              Chicago, Illinois 60606
                              Facsimile: (312) 853-6020
                              Attention: Steve Heinen
                                         Mark Radzik

                              Banque Paribas, Media Group
                              Equitable Tower
                              787 7th Avenue
                              32nd Floor
                              New York, New York 10019
                              Facsimile:  (212) 841-2369
                              Attention:  Eileen Burke
                                          Salo Aizenberg


                                                                               7


                              BANK OF AMERICA ILLINOIS,
                              Individually and as Syndication Agent
                              and Issuing Bank

                              By     /s/ Eric A. Schubert
                                -------------------------------------------
                              Title     Managing Director
                                   ----------------------------------------

                              231 South La Salle Street
                              14th Floor
                              Chicago, Illinois  60697
                              Facsimile:  (312) 828-3555
                              Attention:  Kevin Morrison

                              ABN AMRO BANK N.V

                              By     /s/ James J. Johnston
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              By     /s/ Mary L. Honda
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              135 South La Salle Street, Suite 425
                              Chicago, Illinois 60674-9135
                              Facsimile:  (312) 606-8425
                              Attention:  Joanna Riopelle and
                                          James Johnston


                              THE BANK OF NEW YORK

                              By     /s/ Brendan Nedzi
                                -------------------------------------------
                              Title     Senior Vice President
                                   ----------------------------------------

                              One Wall Street, 16th Floor
                              New York, New York 10286
                              Facsimile:  (212) 635-8593
                              Attention:  Brendan Nedzi


                              THE BANK OF NOVA SCOTIA

                              By     /s/ Vincent J. Fitzgerald, Jr.
                                -------------------------------------------
                              Title     Authorized Signatory
                                   ----------------------------------------

                              One Liberty Plaza
                              New York, New York 10006
                              Facsimile:  (212) 225-5090
                              Attention:  Paul Weissenberger


                              CAISSE NATIONALE DE CREDIT AGRICOLE

                              By     /s/ David Bouhl, F.V.P.
                                -------------------------------------------
                              Title     Head of Corporate Banking Chicago
                                   ----------------------------------------

                              55 East Monroe Street
                              Chicago, Illinois 60603-5702
                              Facsimile:  (312) 372-2830
                              Attention:  Leslie McMillan


                                                                               8


                              C.I.B.C., INC.

                              By     /s/ Reid J. Murray
                                -------------------------------------------
                              Title     Managing Director
                                   ----------------------------------------

                              425 Lexington Avenue
                              New York, New York 10017
                              Facsimile:  (212) 856-3558
                              Attention:  William Healy


                              CREDIT LYONNAIS NEW YORK BRANCH

                              By     /s/ Stephen C. Levi
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              1301 Avenue of the Americas
                              New York, New York 10019
                              Facsimile:  (212) 261-3318
                              Attention:  Stephen Levi


                              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                              BRANCHES

                              By     /s/ Jane A. Majeski
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              By     /s/ William E. Lambert
                                -------------------------------------------
                              Title     Assistant Vice President
                                   ----------------------------------------

                              75 Wall Street, 29th Floor
                              New York, New York 10005-2889
                              Facsimile:  (212) 429-2129
                              Attention:  Jane Majeski


                              FIRST BANK NATIONAL ASSOCIATION

                              By /s/ Robert W. Miller
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              First Bank Place
                              601 Second Avenue South
                              Minneapolis, Minnesota 55402
                              Facsimile:  (612) 973-0824
                              Attention:  Robert Miller, MPFP0905


                              THE FIRST NATIONAL BANK OF BOSTON

                              By     /s/ Robert F. Milordi
                                -------------------------------------------
                              Title Managing Director
                                   ----------------------------------------

                              100 Federal Street
                              Boston, Massachusetts 02110
                              Facsimile:  (617) 434-3401
                              Attention:  Rob Milordi


                                                                               9


                              FLEET BANK, N.A.

                              By     /s/ Adam Bester
                                -------------------------------------------
                              Title     Senior Vice President
                                   ----------------------------------------

                              175 Water Street, 28th Floor
                              New York, New York 10038
                              Facsimile:  (212) 602-2663
                              Attention:  Adam Bester


                              ING CAPITAL ADVISORS, INC.

                              By     /s/ Michael D. Hatley
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              333 South Grand Avenue,
                              Suite 400
                              Los Angeles, California 90071
                              Facsimile:  (213) 626-6552
                              Attention:  Mike Hatley


                              KEYBANK NATIONAL ASSOCIATION

                              By     /s/ Michael Stark
                                -------------------------------------------
                              Title     Assistant Vice President
                                   ----------------------------------------

                              127 Public Square
                              OH-01-27-0602
                              Cleveland, Ohio 44114-1306
                              Facsimile:  (216) 689-4666
                              Attention:  Michael Stark


                              KEYPORT LIFE INSURANCE CO.

                              By     /s/ Daniel Yin
                                -------------------------------------------
                              Title     Assistant Vice President
                                   ----------------------------------------

                              1166 Avenue of the Americas
                              27th Floor
                              New York, New York 10036
                              Facsimile:  (212) 278-9619
                              Attention:  Gregory L. Smith


                              THE LONG-TERM CREDIT BANK
                              OF JAPAN, LTD., CHICAGO BRANCH

                              By     /s/ Brady S. Sadek
                                -------------------------------------------
                              Title  Vice President and Deputy General Manager
                                   ----------------------------------------

                              190 South La Salle Street, Suite 800
                              Chicago, Illinois 60603
                              Facsimile:  (312) 704-8505
                              Attention:  Brady S. Sadek and
                                          Tom Sterr


                                                                              10


                              MEDICAL LIABILITY MUTUAL INSURANCE

                              By     /s/ Wayne Kahle
                                -------------------------------------------
                              Title     Vice President and Controller
                                   ----------------------------------------

                              1166 Avenue of the Americas
                              27th Floor
                              New York, New York 10036
                              Facsimile:  (212) 278-9619
                              Attention:  Gregory L. Smith


                              MELLON BANK, N.A.

                              By     /s/ Michael Hrycenko
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              One Mellon Bank Center, Room 4440
                              Pittsburgh, Pennsylvania 15258
                              Facsimile:  (412) 234-6375
                              Attention:  Michael Hrycenko


                              MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

                              By     /s/ Anthony R. Clemente
                                -------------------------------------------
                              Title     Authorized Signatory
                                   ----------------------------------------

                              800 Scudders Mill Road
                              Plainsboro, New Jersey 08536
                              Facsimile:  (609) 282-2756
                              Attention:  Anthony R. Clemente


                              MERRILL LYNCH PRIME RATE PORTFOLIO

                              BY MERRILL LYNCH ASSET MANAGEMENT, L.P., as
                              Investment Adviser

                              By     /s/ Anthony Clemente
                                -------------------------------------------
                              Title     Authorized Signatory
                                   ----------------------------------------

                              800 Scudders Mill Road
                              Plainsboro, New Jersey 08536
                              Facsimile:  (609) 282-2756
                              Attention:  Anthony R. Clemente


                              ML CBO IV (CAYMAN) LTD.

                              BY PROTECTIVE ASSET MANAGEMENT, L.L.C. as
                              Collateral Manager

                              By    /s/ James Dondero
                                -------------------------------------------
                              Title     President
                                   ----------------------------------------

                              13455 Noel Road
                              2 Galleria Tower, Suite 1150
                              Dallas, Texas 75240
                              Facsimile:  (972) 233-4343
                              Attention:  Mark Okada


                                                                              11


                              MORGAN GUARANTY TRUST COMPANY

                              By     /s/ Jeffrey Hwang
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              60 Wall Street, 22nd Floor
                              New York, New York 10260-0060
                              Facsimile:  (212) 648-5018
                              Attention:  Sandra Kurek


                              NATIONSBANK OF TEXAS, N.A.

                              By     /s/ Roselyn Raid
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              901 Main Street, 64th Floor
                              Dallas, Texas 75202
                              Facsimile:  (214) 508-0988
                              Attention:  Roselyn Reid


                              OCTAGON CREDIT INVESTOR LOAN PORTFOLIO
                              (a unit of The Chase Manhattan Bank)

                              By     /s/ Andrew D. Gordon
                                -------------------------------------------
                              Title     Managing Director
                                   ----------------------------------------

                              380 Madison Avenue, 12th Floor
                              New York, New York 10017
                              Facsimile:  (212) 622-3797
                              Attention:  Andrew Gordon



                              PILGRIM AMERICA PRIME RATE TRUST

                              By     /s/ Thomas C. Hunt
                                -------------------------------------------
                              Title     Portfolie Analyst
                                   ----------------------------------------

                              40 North Central Avenue, Suite 1200
                              Phoenix, Arizona 85004-4424
                              Facsimile:  (602) 417-8327
                              Attention:  Thomas Hunt


                              PNC BANK, NATIONAL ASSOCIATION

                              By     /s/ Tom Partridge
                                -------------------------------------------
                              Title     Assistant Vice President
                                   ----------------------------------------

                              500 West Madison Street, Suite 3140
                              Chicago, Illinois 60661
                              Facsimile:  (312) 906-3420
                              Attention:  Jim De Vries


                                                                              12


                              PRIME INCOME TRUST

                              By     /s/ Rafael Scolari
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              Dean Witter Intercapital
                              c/o Prime Income Trust
                              Two World Trade Center
                              New York, New York 10048
                              Facsimile:  (212) 392-5345
                              Attention:  Rafael Scolari


                              SENIOR DEBT PORTFOLIO BY BOSTON MANAGEMENT AND
                              RESEARCH AS INVESTMENT ADVISER

                              By     /s/ Scott Page
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              24 Federal Street
                              6th Floor
                              Boston, Massachusetts 02110
                              Facsimile:  (617) 695-9594
                              Attention:  Scott Page


                              UNION BANK OF CALIFORNIA, N.A.

                              By     /s/ Christopher A. Wilson
                                -------------------------------------------
                              Title     Vice President
                                   ----------------------------------------

                              445 South Figueroa Street, 15th Floor
                              Los Angeles, California 90071
                              Facsimile:  (213) 236-5747
                              Attention:  Kevin Sampson


                              VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME
                              TRUST

                              By     /s/ Jeffrey W. Maillet
                                -------------------------------------------
                              Title     Senior Vice President and Director
                                   ----------------------------------------

                              One Parkview Plaza
                              Oakbrook Terrace, Illinois 60181
                              Facsimile:  (630) 684-6740
                              Attention:  Jeffrey Maillet


                                   SCHEDULE 1

                                     Lenders


Departing Lenders:       None

Continuing Lenders:      The Chase Manhattan Bank, Bank of America Illinois,
                         Banque Paribas, The First National Bank of Boston, The
                         Bank of New York, CIBC, The Bank of Nova Scotia, Morgan
                         Guaranty Trust, KeyBank National Association, Union
                         Bank of California, N.A., ABN AMRO Bank N.V., Caisse
                         Nationale De Credit Agricole, Credit Lyonnais, Mellon
                         Bank, N.A., Dresdner Bank AG, First Bank National
                         Association, NationsBank of Texas, N.A., Pilgrim
                         America Prime Rate Trust, Chancellor Senior Secured
                         Management, Prime Income Trust, Senior Debt Portfolio,
                         ING Capital Advisors, Inc., Merrill Lynch Senior
                         Floating Rate Fund, Inc., Merrill Lynch Prime Rate
                         Portfolio, ML CBO IV (Cayman) Ltd., Van Kampen American
                         Capital Prime Rate Income Trust, Octagon Credit
                         Investor Loan Portfolio

Additional Lenders:      Fleet Bank, N.A., The Long-Term Credit Bank of Japan
                         Ltd., PNC Bank, National Association

EX-4.5

                                                                     EXHIBIT A







                                CREDIT AGREEMENT

                            DATED AS OF JUNE 12, 1996

                             AS AMENDED AND RESTATED

                             AS OF FEBRUARY 14, 1997

                                      AMONG

                          JACOR COMMUNICATIONS COMPANY,

                            THE LENDERS PARTY HERETO,

                            BANK OF AMERICA ILLINOIS,
                              AS SYNDICATION AGENT,

                                 BANQUE PARIBAS,
                             AS DOCUMENTATION AGENT,

                                       AND

                            THE CHASE MANHATTAN BANK,
                             AS ADMINISTRATIVE AGENT


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    Article I

                                   DEFINITIONS . . . . . . . . . . . . .      1


                                   Article II

                                   THE CREDITS

Section 2.1    Revolving Loans . . . . . . . . . . . . . . . . . . . . .     28
Section 2.2    Term Loans. . . . . . . . . . . . . . . . . . . . . . . .     28
Section 2.3    Interest. . . . . . . . . . . . . . . . . . . . . . . . .     29
Section 2.4    Applicable Margin . . . . . . . . . . . . . . . . . . . .     30
Section 2.5    Borrowing Notice. . . . . . . . . . . . . . . . . . . . .     31
Section 2.6    Disbursement of Funds . . . . . . . . . . . . . . . . . .     31
Section 2.7    Interest Periods, etc.. . . . . . . . . . . . . . . . . .     32
Section 2.8    Mandatory Principal Payments. . . . . . . . . . . . . . .     33
Section 2.9    Optional Principal Payments and Reductions of
                 Commitments . . . . . . . . . . . . . . . . . . . . . .     37
Section 2.10   Method and Place of Payment . . . . . . . . . . . . . . .     38
Section 2.11   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . .     38
Section 2.12   Evidence of Debt. . . . . . . . . . . . . . . . . . . . .     38
Section 2.13   Minimum Advances. . . . . . . . . . . . . . . . . . . . .     39
Section 2.14   Eurodollar Rate Conversion and Continuation . . . . . . .     39
Section 2.15   Lending Offices . . . . . . . . . . . . . . . . . . . . .     39
Section 2.16   Non-Receipt of Funds by the Agent . . . . . . . . . . . .     40
Section 2.17   Collateral Security . . . . . . . . . . . . . . . . . . .     40
Section 2.18   Further Assistance. . . . . . . . . . . . . . . . . . . .     41
Section 2.19   Use of Proceeds . . . . . . . . . . . . . . . . . . . . .     42
Section 2.20   Issuance of Letters of Credit, etc. . . . . . . . . . . .     42
Section 2.21   Letter of Credit Fees . . . . . . . . . . . . . . . . . .     43
Section 2.22   Obligation of the Company Absolute, etc.. . . . . . . . .     43
Section 2.23   Cash Collateral . . . . . . . . . . . . . . . . . . . . .     44


                                   Article III

                             CHANGE IN CIRCUMSTANCES

Section 3.1    Yield Protection. . . . . . . . . . . . . . . . . . . . .     45
Section 3.2    Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .     45
Section 3.3    Availability of Rate Options. . . . . . . . . . . . . . .     47
Section 3.4    Funding Indemnification . . . . . . . . . . . . . . . . .     48
Section 3.5    Lender Certificates; Survival of Indemnity. . . . . . . .     48


                                   Article IV

                              CONDITIONS PRECEDENT

Section 4.1    Conditions Precedent to All Loans . . . . . . . . . . . .     48


                                    Article V

                         REPRESENTATIONS AND WARRANTIES

Section 5.1    Corporate Existence and Standing. . . . . . . . . . . . .     50
Section 5.2    Authorization and Validity. . . . . . . . . . . . . . . .     50
Section 5.3    No Conflict; Government Consent, etc. . . . . . . . . . .     50
Section 5.4    Financial Statements. . . . . . . . . . . . . . . . . . .     51
Section 5.5    Material Adverse Change . . . . . . . . . . . . . . . . .     51
Section 5.6    Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .     51
Section 5.7    Litigation and Contingent Obligations . . . . . . . . . .     51
Section 5.8    Environmental Matters . . . . . . . . . . . . . . . . . .     52
Section 5.9    ERISA . . . . . . . . . . . . . . . . . . . . . . . . . .     52
Section 5.10   Accuracy of Information . . . . . . . . . . . . . . . . .     53
Section 5.11   Margin Regulations. . . . . . . . . . . . . . . . . . . .     53
Section 5.12   Materially Burdensome Agreements. . . . . . . . . . . . .     53
Section 5.13   Compliance with Laws; Franchises and Licenses . . . . . .     54
Section 5.14   Ownership of Properties . . . . . . . . . . . . . . . . .     55
Section 5.15   Location of Properties. . . . . . . . . . . . . . . . . .     55
Section 5.16   Investment Company Act. . . . . . . . . . . . . . . . . .     55
Section 5.17   Public Utility Holding Company Act. . . . . . . . . . . .     55
Section 5.18   Capital Structure . . . . . . . . . . . . . . . . . . . .     55
Section 5.19   Collateral Assignments. . . . . . . . . . . . . . . . . .     56
Section 5.20   Excluded Subsidiaries, etc. . . . . . . . . . . . . . . .     56
Section 5.21   Labor Matters . . . . . . . . . . . . . . . . . . . . . .     56
Section 5.22   Solvency. . . . . . . . . . . . . . . . . . . . . . . . .     57
Section 5.23   Security Interests and Liens. . . . . . . . . . . . . . .     57
Section 5.24   Effectiveness Date Transactions . . . . . . . . . . . . .     57
Section 5.25   Call Letters; Patents, Trademarks, etc. . . . . . . . . .     57
Section 5.26   No Default. . . . . . . . . . . . . . . . . . . . . . . .     58
Section 5.27   Brokers' Fees . . . . . . . . . . . . . . . . . . . . . .     58
Section 5.28   Insurance . . . . . . . . . . . . . . . . . . . . . . . .     58
Section 5.29   Subsidiary Agreements . . . . . . . . . . . . . . . . . .     58
Section 5.30   Termination of Certain Arrangements . . . . . . . . . . .     58


                                       ii


                                   Article VI

                                    COVENANTS

Section 6.1    Financial Reporting . . . . . . . . . . . . . . . . . . .     59
Section 6.2    Notice of Default, Litigation etc.. . . . . . . . . . . .     61
Section 6.3    Financial Ratios. . . . . . . . . . . . . . . . . . . . .     62
Section 6.4    Conduct of Business; Maintenance of Licenses. . . . . . .     63
Section 6.5    Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .     63
Section 6.6    Insurance . . . . . . . . . . . . . . . . . . . . . . . .     63
Section 6.7    Compliance with Laws and FCC Filings in Connection
                 with Loan Documents . . . . . . . . . . . . . . . . . .     64
Section 6.8    Maintenance of Properties . . . . . . . . . . . . . . . .     64
Section 6.9    Inspection, etc.. . . . . . . . . . . . . . . . . . . . .     64
Section 6.10   Restricted Payments . . . . . . . . . . . . . . . . . . .     64
Section 6.11   Indebtedness. . . . . . . . . . . . . . . . . . . . . . .     65
Section 6.12   Merger. . . . . . . . . . . . . . . . . . . . . . . . . .     66
Section 6.13   Sale of Assets. . . . . . . . . . . . . . . . . . . . . .     67
Section 6.14   Sale and Leaseback. . . . . . . . . . . . . . . . . . . .     69
Section 6.15   Investments and Acquisitions. . . . . . . . . . . . . . .     69
Section 6.16   Guaranties. . . . . . . . . . . . . . . . . . . . . . . .     71
Section 6.17   Liens . . . . . . . . . . . . . . . . . . . . . . . . . .     71
Section 6.18   Capital Expenditures. . . . . . . . . . . . . . . . . . .     72
Section 6.19   Rentals . . . . . . . . . . . . . . . . . . . . . . . . .     73
Section 6.20   Affiliates. . . . . . . . . . . . . . . . . . . . . . . .     73
Section 6.21   Management Fees . . . . . . . . . . . . . . . . . . . . .     73
Section 6.22   Interest Rate Protection, etc.. . . . . . . . . . . . . .     74
Section 6.23   Certain Agreements. . . . . . . . . . . . . . . . . . . .     74
Section 6.24   Fiscal Year; Fiscal Quarter . . . . . . . . . . . . . . .     75
Section 6.25   Amendment to Other Agreements . . . . . . . . . . . . . .     75
Section 6.26   Subsidiary Operations . . . . . . . . . . . . . . . . . .     75
Section 6.27   FCC Licenses. . . . . . . . . . . . . . . . . . . . . . .     75
Section 6.28   Deposit Accounts. . . . . . . . . . . . . . . . . . . . .     75
Section 6.29   Collateral Assignment . . . . . . . . . . . . . . . . . .     75
Section 6.30   Acquisitions and Guarantees by Parent . . . . . . . . . .     75


                                   Article VII

                                    DEFAULTS

Section 7.1    Breach of Representation or Warranty. . . . . . . . . . .     76
Section 7.2    Failure to Make Payments. . . . . . . . . . . . . . . . .     76
Section 7.3    Breach of Certain Covenants . . . . . . . . . . . . . . .     76
Section 7.4    Other Defaults. . . . . . . . . . . . . . . . . . . . . .     76
Section 7.5    Default Under Other Agreements. . . . . . . . . . . . . .     76
Section 7.6    Bankruptcy, etc.. . . . . . . . . . . . . . . . . . . . .     76
Section 7.7    Appointment of Receiver . . . . . . . . . . . . . . . . .     77


                                       iii


Section 7.8    Condemnation, etc.. . . . . . . . . . . . . . . . . . . .     77
Section 7.9    Judgments . . . . . . . . . . . . . . . . . . . . . . . .     77
Section 7.10   ERISA . . . . . . . . . . . . . . . . . . . . . . . . . .     77
Section 7.11   Default Under Loan Documents. . . . . . . . . . . . . . .     78
Section 7.12   Guarantees. . . . . . . . . . . . . . . . . . . . . . . .     78
Section 7.13   Collateral Documents. . . . . . . . . . . . . . . . . . .     78
Section 7.14   Licenses. . . . . . . . . . . . . . . . . . . . . . . . .     78
Section 7.15   Liens . . . . . . . . . . . . . . . . . . . . . . . . . .     79
Section 7.16   Change of Control . . . . . . . . . . . . . . . . . . . .     79
Section 7.17   Prepayment or Redemption with respect to Certain
                 Indebtedness. . . . . . . . . . . . . . . . . . . . . .     79
Section 7.18   Parent Contribution Documents . . . . . . . . . . . . . .     79


                                  Article VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

Section 8.1    Acceleration. . . . . . . . . . . . . . . . . . . . . . .     80
Section 8.2    Amendments. . . . . . . . . . . . . . . . . . . . . . . .     80
Section 8.3    Preservation of Rights. . . . . . . . . . . . . . . . . .     82


                                   Article IX

                               GENERAL PROVISIONS

Section 9.1    Survival of Representations . . . . . . . . . . . . . . .     82
Section 9.2    Governmental Regulation . . . . . . . . . . . . . . . . .     82
Section 9.3    Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .     83
Section 9.4    Headings. . . . . . . . . . . . . . . . . . . . . . . . .     83
Section 9.5    Entire Agreement. . . . . . . . . . . . . . . . . . . . .     83
Section 9.6    Several Obligations . . . . . . . . . . . . . . . . . . .     83
Section 9.7    Expenses; Indemnification . . . . . . . . . . . . . . . .     83
Section 9.8    Numbers of Documents. . . . . . . . . . . . . . . . . . .     84
Section 9.9    Accounting. . . . . . . . . . . . . . . . . . . . . . . .     84
Section 9.10   Severability of Provisions. . . . . . . . . . . . . . . .     84
Section 9.11   Non-liability of Lender . . . . . . . . . . . . . . . . .     84
Section 9.12   CHOICE OF LAW . . . . . . . . . . . . . . . . . . . . . .     84
Section 9.13   CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . .     84
Section 9.14   Counterparts. . . . . . . . . . . . . . . . . . . . . . .     85
Section 9.15   Limitation of Rights. . . . . . . . . . . . . . . . . . .     85
Section 9.16   Limitation of Liability . . . . . . . . . . . . . . . . .     85
Section 9.17   Designation of Obligations as Senior Debt . . . . . . . .     85


                                       iv


                                    Article X

                                   THE AGENTS

Section 10.1   Appointment . . . . . . . . . . . . . . . . . . . . . . .     86
Section 10.2   Powers. . . . . . . . . . . . . . . . . . . . . . . . . .     86
Section 10.3   General Immunity. . . . . . . . . . . . . . . . . . . . .     86
Section 10.4   No Responsibility for Loans, Recitals, etc. . . . . . . .     86
Section 10.5   Action on Instructions of Lenders . . . . . . . . . . . .     86
Section 10.6   Employment of Agents and Counsel. . . . . . . . . . . . .     86
Section 10.7   Reliance on Documents; Counsel. . . . . . . . . . . . . .     87
Section 10.8   Agent's Reimbursement and Indemnification . . . . . . . .     87
Section 10.9   Rights as a Lender. . . . . . . . . . . . . . . . . . . .     87
Section 10.10  Lender Decisions. . . . . . . . . . . . . . . . . . . . .     87
Section 10.11  Successor Agent . . . . . . . . . . . . . . . . . . . . .     87
Section 10.12  Collateral Releases . . . . . . . . . . . . . . . . . . .     88


                                   Article XI

                            SETOFF; RATABLE PAYMENTS

Section 11.1   Setoff. . . . . . . . . . . . . . . . . . . . . . . . . .     88
Section 11.2   Ratable Payments. . . . . . . . . . . . . . . . . . . . .     88


                                   Article XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

Section 12.1   Successors and Assigns. . . . . . . . . . . . . . . . . .     89
Section 12.2   Participations. . . . . . . . . . . . . . . . . . . . . .     89
Section 12.3   Assignments . . . . . . . . . . . . . . . . . . . . . . .     90
Section 12.4   Dissemination of Information. . . . . . . . . . . . . . .     91
Section 12.5   Confidentiality . . . . . . . . . . . . . . . . . . . . .     91


                                  Article XIII

                                     NOTICES

Section 13.1   Giving Notice . . . . . . . . . . . . . . . . . . . . . .     91
Section 13.2   Change of Address . . . . . . . . . . . . . . . . . . . .     92


                                        v


                                   Article XIV

                              WAIVER OF JURY TRIAL . . . . . . . . . . .     92

                   EXHIBITS AND SCHEDULES TO CREDIT AGREEMENT

EXHIBITS

Exhibit A    - Intentionally Deleted
Exhibit B-1  - Form of Collateral Assignment of the Mexican Agreements
Exhibit B-2  - Form of Collateral Assignment of the Joint Sales Agreements/
               Local Marketing Agreements
Exhibit C    - Form of Mortgage
Exhibit D-1  - Form of Company Pledge Agreement
Exhibit D-2  - Form of Subsidiary Primary Pledge Agreement
Exhibit D-3  - Form of Subsidiary Secondary Pledge Agreement
Exhibit D-4  - Form of Subsidiary First Amended and Restated Secondary Pledge
               Agreement
Exhibit D-5  - Form of Parent Pledge Agreement
Exhibit E-1  - Form of Company Security Agreement
Exhibit E-2  - Form of Subsidiary Security Agreement
Exhibit F    - Form of Compliance Certificate
Exhibit G-1  - Form of Intercompany Acquisition Demand Note
Exhibit G-2  - Form of First Amended and Restated Intercompany Acquisition
               Demand Note
Exhibit H-1  - Form of Intercompany Demand Note
Exhibit H-2  - Form of First Amended and Restated Intercompany Demand Note
Exhibit H-3  - Form of Third Consolidated Amended and Restated Intercompany
               Demand Note
Exhibit I    - Form of Third Amended and Restated Intercompany Security
               Agreement
Exhibit J-1  - Form of Subsidiary Guaranty
Exhibit J-2  - Form of Parent Guaranty
Exhibit K    - Intentionally Deleted
Exhibit L    - Accountant's Letter
Exhibit M    - Form of Assignment and Acceptance Agreement
Exhibit N-1  - Form of Company Trademark Agreement
Exhibit N-2  - Form of Subsidiary Trademark Agreement

SCHEDULES

Schedule I             -  Commitments
Schedule 1.2           -  Permitted Acquisitions
Schedule 5.3           -  No Conflict, Government Consent
Schedule 5.7           -  Litigation and Contingent Obligations
Schedule 5.8(a)        -  Environmental Claims
Schedule 5.8(b)        -  Presence of Material of Environmental Concern
Schedule 5.9           -  ERISA Matters
Schedule 5.12          -  Materially Burdensome Agreements
Schedule 5.13(b)(i)    -  FCC Broadcast Station Licenses of the Parent, the
                          Company and Subsidiaries


                                       vi


Schedule 5.13(b)(ii)   -  Certain Governmental Requirements
Schedule 5.13(c)       -  Governmental Proceedings
Schedule 5.14          -  Liens
Schedule 5.15(a)       -  Owned Property
Schedule 5.15(b)       -  Other Locations of Tangible Personal Property
Schedule 5.18(a)       -  Capital Stock
Schedule 5-18(b)(i)    -  Existing Debt
Schedule 5.18(b)(ii)   -  Surviving Debt
Schedule 5-18(b)(iii)  -  JCI Debt
Schedule 5.21          -  Labor Matters
Schedule 5.23          -  Interests of Third Parties
Schedule 5.25(i)       -  Call Letters
Schedule 5.25(ii)      -  Patents, Copyrights and Trademarks
Schedule 5.27          -  Brokers' Fees
Schedule 5.28          -  Existing Insurance Policies
Schedule 6.11(e)       -  Existing Indebtedness
Schedule 6.13          -  Permitted Sale of Assets
Schedule 6.15(f)       -  Permitted Investments
Schedule 6.17(i)       -  Existing Liens
Schedule 6.20          -  Permitted Affiliate Transactions


                                      vii


     This Credit Agreement, dated as of June 12, 1996, as amended and restated
as of February 14, 1997, is among Jacor Communications Company, a Florida
corporation, the Lenders (as defined below), The Chase Manhattan Bank, as
Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of
America Illinois, as Syndication Agent.  The parties hereto agree as follows:

                                    Article I

                                   DEFINITIONS

     As used in this Agreement:

     "Acquisition" means any transaction, or any series of transactions
involving related or affiliated sellers, consummated after the date of this
Agreement, by which the Company or any of its Subsidiaries (or the Parent, on
behalf of the Company or any of its Subsidiaries, as contemplated by
Section 6.30) (i) acquires any going business or assets of any Person (other
than assets not constituting a business or business unit or a Radio Station or
Television Station acquired by the Company or any of its Subsidiaries in the
ordinary course of its business), whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires at least 50% in number of
votes (in one transaction or as the most recent transaction in a series of
transactions), of the securities or other ownership interest in any Person,
other than, with respect to the Company, a Subsidiary of the Company existing on
the date hereof.

     "Acquisition Certificate" means, with respect to any proposed Acquisition
for an Amount in excess of $15,000,000, a certificate signed by an Authorized
Officer of the Company in the form of a compliance certificate containing
Acquisition Pro Formas with respect to such Acquisition and certifying (i) as to
the maximum aggregate Amount of Acquisitions permitted to have been made after
the Effectiveness Date under clause (c)(1) of the definition of "Permitted
Acquisition" and the aggregate Amount of all Permitted Acquisitions consummated
after the Effectiveness Date (other than the Permitted Acquisitions set forth in
subclauses (i) and (ii) of the definition thereof), including the Amount of such
Acquisition, (ii) as to the accuracy and completeness of the Acquisition Pro
Formas attached to such certificate, (iii) as to the accuracy after giving
effect to the transactions contemplated by such Acquisition Pro Formas of the
matters set forth in clauses (c), (e), (f), (g) and (h) of the definition of
"Permitted Acquisition", and with respect to the matters set forth in
clauses (f) and (g) of such definition, and to the extent applicable,
clauses (c) and (h) of such definition, the calculations in support thereof and
(iv) that on the date of such proposed Acquisition, both before and after giving
effect to such Acquisition, all the representations and warranties set forth in
the Loan Documents shall be true and correct in all material respects (except
those representations and warranties that speak only as of a different date),
and no Default or Unmatured Default shall exist.

     "Acquisition Pro Formas" means, in connection with any proposed Acquisition
for an Amount in excess of $15,000,000 by the Company or any of its Subsidiaries
of a business engaged primarily in radio or television broadcasting or any
materially related business, a consolidated balance sheet, profit and loss
statement and cash flow statement of the Company and its Subsidiaries as of the
last day of and for the most recent twelve-month period for which financial
statements have been delivered pursuant to Section 6.1, each in reasonable
detail and prepared in accordance with Agreement Accounting Principles
consistently applied on a combined PRO FORMA basis after giving effect to, as
applicable, (i) the proposed Acquisition and each other proposed Acquisition for
which a definitive agreement has been executed at the time of delivery of the
applicable Acquisition Pro Formas and any related increase in Total Debt or
(ii) solely the proposed Acquisition and any related increase in Total Debt, in
the case of either (i) or (ii)


                                        1


above as if each applicable Acquisition had been consummated, and all applicable
Indebtedness issued or incurred, as of the first day of such period.

     "Administrative Agent" means The Chase Manhattan Bank in its capacity as
administrative agent for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article X.

     "Advance" means a borrowing hereunder consisting of the aggregate amount of
the several Loans made by the Lenders to the Company on the same Borrowing Date,
at the same Rate Option and, in the case of Eurodollar Rate borrowings
hereunder, for the same Interest Period.

     "Affiliate" means any Person directly or indirectly controlling, controlled
by or under direct or indirect common control with the Person specified, whether
by contract, understanding or otherwise. A Person shall be deemed to control
another Person if the controlling Person owns 10% or more of any class of voting
securities of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise.

     "Agents" means the collective reference to the Administrative Agent, the
Documentation Agent and the Syndication Agent.

     "Aggregate Commitment" means the aggregate of all the Commitments
outstanding at such time.

     "Aggregate Revolving Loan Commitment" means, at any time of determination,
the aggregate of the Revolving Loan Commitments of each of the Lenders at such
time.

     "Agreement" means this Credit Agreement, as it may be amended, modified,
supplemented or restated and in effect from time to time.

     "Agreement Accounting Principles" means United States generally accepted
principles of accounting as in effect on, and applied in a manner consistent
with, those used in preparing the audited December 31, 1995 consolidated
financial statements of the Parent and its Subsidiaries.

     "Amendments" is defined in Section 8.2.

     "Amount" means, with respect to any Acquisition, all consideration paid in
respect thereof, including consideration in the form of cash, property (as
valued at the time of such Acquisition) or the assumption of Indebtedness or
other obligations.

     "Annual Capital Contribution" means the capital contribution to be made to
the Company by the Parent as provided in the Parent Guaranty and the Parent
Contribution Documents in an amount not less than the amount of the Annual
Management Fee paid by the Company to the Parent pursuant to Section 6.21(c).

     "Annual Management Fee" is defined in Section 6.21(c).

     "Applicable Margin" means the respective percentages for each Rate Option
determined in accordance with the terms of Section 2.4.


                                        2


     "Article" means an article of this Agreement unless another document is
specifically referenced.

     "Australia's Wonderland" means the investment by the Company represented by
the Partnership Agreement among James Hardie Industries, Limited, Leighton
Holdings Limited, Taft Broadcasting Company (now known as Citicasters Co.) and
Bartessa Pty. Limited (now known as Sydney Theme Park Pty. Limited) (together,
the "Theme Park Partnership"), dated as of June 6, 1984, and also, the
investment by the Theme Park Partnership in the Joint Venture Agreement among
State Superannuation Board, the Theme Park Partnership, James Hardie Industries,
Limited, Leighton Holdings Limited, Taft Broadcasting Company (now known as
Citicasters Co.) and Bartessa Pty. Limited, dated as of June 6, 1984.

     "Authorized Officer" means, with respect to any Person, any of the Chairman
of the Board, the President, the Treasurer or the Chief Financial Officer of
such Person, acting singly.

     "Bank of America" means Bank of America Illinois in its individual
capacity, and its successors and assigns.

     "Banque Paribas" means Banque Paribas in its individual capacity, and its
successors and assigns.

     "Base Rate" means a rate per annum at any time equal to the greater of (i)
the base rate or prime rate of interest announced by the Administrative Agent
from time to time, changing when and as said base rate or prime rate changes and
(ii) the Federal Funds Rate plus  1/2 of 1% per annum.

     "Borrowing Date" means a date on which an Advance is made hereunder.

     "Borrowing Notice" is defined in Section 2.5.

     "Broadcast Cash Flow" means, with respect to the Company and its
consolidated Subsidiaries, for any period of calculation the remainder of (x)
the revenue for such period which is classified as net revenue in the profit and
loss statements delivered pursuant to Sections 6.1(a) and 6.1(b) minus (y) those
expenses which are classified as operating expenses (other than interest
expense, depreciation, amortization, corporate general and administrative
expense and noncash extraordinary items) for such period in the profit and loss
statements delivered pursuant to Sections 6.1(a) and 6.1(b).

     "Broadcast Finance" means Broadcast Finance, Inc., an Ohio corporation.

     "Business Day" means (i) with respect to any borrowing, payment or
selection in respect of any Eurodollar Loan, a day other than Saturday or Sunday
on which banks are open for business in Chicago and New York and on which
dealings in U.S. Dollars are carried on in the interbank eurodollar market and
(ii) for all other purposes, a day other than Saturday or Sunday on which banks
are open for business in Chicago and New York.

     "Capital Expenditures" means, for any period, the sum of expenditures
(whether paid in cash or accrued as a liability, including the portion of
Capitalized Leases that is capitalized on the consolidated balance sheet of the
Company and its Subsidiaries during such period) by the Company and its
Subsidiaries during such period that, in conformity with Agreement Accounting
Principles, are included


                                        3


in "capital expenditures", "additions to property, plant or equipment" or
comparable items in the consolidated financial statements of the Company and its
Subsidiaries.

     "Capital Stock" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.

     "Capitalized Lease" of a Person means any lease of property by such Person
as lessee which should be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

     "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which should be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

     "Cash Collateral Account Agreement" means the cash collateral account
agreement in substantially the form of Exhibit D to the Effectiveness Agreement,
as duly completed, executed and delivered to the Administrative Agent, as the
same may be amended, modified, supplemented or restated from time to time.

     "Cash Collateralize" means the pledge and deposit with or delivery to the
Administrative Agent, for the benefit of the Agents, the Issuing Banks and the
Lenders, cash or deposit account balances pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent and the Issuing
Banks; such documentation shall irrevocably authorize the Administrative Agent
to apply such cash collateral to reimbursement of the Issuing Banks for draws
under Letters of Credit as and when occurring, and in all cases to payment of
other Obligations as and when due. Cash collateral shall be maintained in
blocked deposit accounts at the Administrative Agent or a Lender.

     "Cash Equivalents" means (i) securities issued directly or fully guaranteed
or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) or (ii) time deposits and certificates of deposit
with, and commercial paper issued by the parent corporation of, any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500.0 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Ratings Group or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition.

     "Cash Interest Expense" means, for any fiscal period of the Company, the
interest expense (including, without limitation, interest expense attributable
to Capitalized Leases in accordance with Agreement Accounting Principles) of the
Company and its Subsidiaries for such period, PLUS all expenses incurred by the
Company or its Subsidiaries in connection with the payment of fees under any
agreement relating to indebtedness during such period (other than fees paid or
payable during such period pursuant to Section 2.11(a) or (b)), MINUS, to the
extent included in the foregoing, any such interest or fee expense not paid or
payable in cash during such period, MINUS interest income earned and received by
the Company or its Subsidiaries during such period, PLUS any such interest or
fee expense accrued but not paid by the Company or its Subsidiaries during any
previous period and paid during such period, in each case determined on a
consolidated basis in accordance with Agreement Accounting Principles.


                                        4


     "Citicasters Documents"  shall have the meaning assigned to such term in
this Agreement immediately prior to the Effectiveness Date.

     "Citicasters Subordinated Debt" means all indebtedness represented by the
9-3/4% Senior Subordinated Notes due February 15, 2004 issued pursuant to the
Citicasters Subordinated Debt Indenture.

     "Citicasters Subordinated Debt Indenture" means the Indenture dated as of
February 18, 1994 between Citicasters Inc. (a predecessor entity of the Company)
and Shawmut Bank Connecticut, National Association, as trustee, as amended by
that certain First Supplemental Indenture dated as of August 22, 1994.

     "Citicasters Transactions" means all of the transactions contemplated by
the Citicasters Documents.

     "Collateral" means the collective reference to the "Collateral" under and
as defined in each of the Collateral Documents (other than the Mortgages) and
the "Property" under and as defined in each of the Mortgages.

     "Collateral Assignment" means, with respect to each  Joint Sales Agreement
and Local Marketing Agreement, an assignment agreement, substantially in the
form of Exhibit B-2 hereto, with such changes thereto as the Administrative
Agent may agree to, providing for the assignment by the Company or a Subsidiary
of the Company, as the case may be, of all of its right, title and interest in
such Joint Sales Agreement or Local Marketing Agreement, in favor of the
Administrative Agent for the ratable benefit of the Lenders, duly completed,
executed and delivered to the Administrative Agent by the Company and, subject
to Section 6.29, duly acknowledged by the other party (or parties) to such Joint
Sales Agreement or Local Marketing Agreement, as the same may be amended,
modified, supplemented or restated and in effect from time to time.

     "Collateral Documents" means, collectively, the Parent Guaranty, the Parent
Pledge Agreement, the Subsidiary Guaranty, the Company Pledge Agreement, the
Company Security Agreement, the Mortgages, the Subsidiary Security Agreement,
the Subsidiary Pledge Agreements, the Company Trademark Agreement, the
Subsidiary Trademark Agreements, the Parent Account Assignment, the Mexican
Assignment Agreement, the Collateral Assignments, the Cash Collateral Account
Agreement, the Intercompany Security Agreement, each mortgage securing any
Intercompany Acquisition Note or Intercompany Demand Note and all ancillary
documentation and agreements required thereunder or executed and/or delivered by
the Parent, the Company or any of its Subsidiaries to the Administrative Agent
or any Lender in connection therewith.

     "Commitment Fee Rate" means, at any time of determination, a rate per annum
equal to (i) if the Leverage Ratio is greater than or equal to 5.0 to 1.0 at
such time, 0.375% and (ii) if the Leverage Ratio is less than 5.0 to 1.0 at such
time, 0.250%. The Commitment Fee Rate shall be subject to adjustment (upwards or
downwards, as appropriate) based on the Leverage Ratio at the end of each of the
first three fiscal quarters and the fiscal year of the Company. For purposes of
determining the Commitment Fee Rate, the Leverage Ratio shall be determined
(i) in the case of determinations made with respect to the first three fiscal
quarters of the Company's fiscal year, by reference to the monthly financial
statements for the month ending on the last day of such fiscal quarter and the
Compliance Certificate for such fiscal quarter delivered pursuant to
Sections 6.1(b) and (d) and (ii) in the case of


                                        5


determinations made with respect to the last fiscal quarter of the Company's
fiscal year, by reference to the financial statements and Compliance Certificate
delivered by the Company pursuant to Sections 6.1(a) and (d). The adjustment, if
any, to the Commitment Fee Rate shall be effective commencing on the Business
Day of the delivery of such monthly or annual financial statements and
Compliance Certificate and shall be effective only for the period subsequent to
such date. In the event that the Company shall at any time fail to furnish to
the Lenders the financial statements and Compliance Certificate required to be
delivered pursuant to Section 6.1(a), (b) or (d), the maximum Commitment Fee
Rate shall apply until such time as such financial statements and Compliance
Certificate are so delivered to the Administrative Agent.

     "Commitments" means, for each Lender, its Revolving Loan Commitment, its
Term A Loan Commitment and its Term B Loan Commitment.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Company" means Jacor Communications Company and its successors and
assigns.

     "Company Mortgages" means collectively each fee simple mortgage or deed of
trust, in substantially the form of Exhibit C hereto, as duly completed,
executed and delivered by the Company on the Original Closing Date, and each
mortgage or deed of trust duly completed, executed and delivered by the Company
pursuant to Section 2.17, as each such mortgage or deed of trust may be amended,
modified, supplemented or restated and in effect from time to time.

     "Company Pledge Agreement" means the pledge agreement in substantially the
form of Exhibit D-1 hereto, as duly completed, executed and delivered to the
Administrative Agent by the Company, as the same may be amended, modified,
supplemented or restated and in effect from time to time.

     "Company Security Agreement" means the security agreement in substantially
the form of Exhibit E-1 hereto, as duly completed, executed and delivered to the
Administrative Agent by the Company, as the same may be amended, modified,
supplemented or restated and in effect from time to time.

     "Company Trademark Agreement" means the trademark security agreement in
substantially the form of Exhibit N-1 hereto, as duly completed, executed and
delivered to the Administrative Agent by the Company, as the same may be
amended, modified, supplemented or restated and in effect from time to time.

     "Compliance Certificate" means a compliance certificate in substantially
the form of Exhibit F hereto, with appropriate insertions, signed by an
Authorized Officer of the Company, showing the calculations necessary to
determine compliance with this Agreement and stating that no Default or
Unmatured Default exists, or if any Default or Unmatured Default exists,
describing the nature thereof and any action the Company is taking or proposes
to take with respect thereto.

     "Conversion/Continuation Notice" is defined in Section 2.14(b).


                                        6


     "Current Assets" means, at any time, the current assets (other than
deferred tax, cash and cash equivalents of the Company and its Subsidiaries at
such time), determined on a consolidated basis in accordance with Agreement
Accounting Principles.

     "Current Fiscal Year" is defined in Section 6.10.

     "Current Liabilities" means, at any time, the current liabilities (other
than the current portion of all long-term Indebtedness of the Company and its
Subsidiaries at such time and other than deferred tax items), determined on a
consolidated basis in accordance with Agreement Accounting Principles.

     "Debt Cash Proceeds" means all cash proceeds received by the Company or any
of its Subsidiaries from the incurrence of, or the issuance of any instruments
relating to, any Indebtedness (other than (i) the Senior Subordinated Debt and
(ii) Indebtedness borrowed by the Company under this Agreement), in each case
net of underwriting discounts, commissions and other reasonable fees, costs and
expenses associated therewith.

     "Default" means the occurrence of an event described in Article VII.

     "Default Rate" is defined in Section 2.3(c).

     "Disposition(s)" is defined in Section 6.13.

     "Disqualified Capital Stock" means (a) except as set forth in (b), with
respect to any Person, any Equity Interest of such Person that, by its terms or
by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such Person or any of its Subsidiaries, in whole or in part,
on or prior to the final maturity of the Revolving Loans and the Term A Loans,
and (b) with respect to any Subsidiary of any Person (including with respect to
any Subsidiary of the Company), any Equity Interest other than any common equity
with no preference, privileges, or redemption or repayment provisions.

     "Documentation Agent" means Banque Paribas in its capacity as documentation
agent for the Lenders pursuant to Article X, and not in its individual capacity
as a Lender, and any successor Documentation Agent appointed pursuant to
Article X.

     "Effectiveness Agreement" means the Effectiveness Agreement dated as of
February 14, 1997, among the Company, the Lenders and the Agents.

     "Effectiveness Date" is defined in the Effectiveness Agreement.

     "Environmental Claim" means any claim, action, cause of action,
investigation or notice (written or oral) by any Person alleging potential
liability (including, without limitation, potential liability for investigatory
costs, cleanup costs, governmental response costs, natural resources damages,
property damages, personal injuries, or penalties) arising out of, based on or
resulting from (a) the presence, threatened release or release into the
environment, of any Material of Environmental Concern at any location, whether
or not owned, leased or operated by the Company or any of its Subsidiaries or
(b) circumstances forming the basis of any violation, or alleged violation, of
any Environmental Law.


                                        7


     "Environmental Laws" means all federal, state, local and foreign laws and
regulations relating to pollution or protection of human health or the
environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata), including, without limitation,
laws and regulations relating to emissions, discharges, releases or threatened
releases of Materials of Environmental Concern, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Materials of Environmental Concern.

     "Equity Interest" of any Person means any share, interest, participation or
other equivalent (however designated) in such Person's equity, and shall in any
event include any Capital Stock issued by, or partnership interest in, such
Person.

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

     "ERISA Affiliate" means, with respect to the Company or any of its
Subsidiaries, any Person (or any trade or business, whether or not incorporated)
that is under common control with the Company or such Subsidiary within the
meaning of Section 414 of the Internal Revenue Code.

     "Eurodollar Advance" means an Advance which bears interest at the
Eurodollar Rate for a particular Interest Period.

     "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the rate determined by the Administrative Agent to be
the rate at which deposits in U.S. dollars are offered by the Administrative
Agent to first-class banks in the interbank Eurodollar market at approximately
11 a.m. (New York time) two (2) Business Days prior to the first day of such
Interest Period, in the approximate amount of the relevant Eurodollar Loan
requested hereunder and having a maturity approximately equal to such Interest
Period.

     "Eurodollar Loan" means a Loan, or portion thereof, which bears Interest at
the Eurodollar Rate for a particular Interest Period.

     "Eurodollar Rate" means, with respect to a Eurodollar Loan or Eurodollar
Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to that Interest Period, divided by (b) one
minus the Reserve Requirement (expressed as a decimal) applicable to that
Interest Period, plus (ii) the Applicable Margin.  The Eurodollar Rate shall be
rounded, if necessary, to the next higher 1/100 of 1%.

     "Excess Cash Flow" means, for the period commencing January 1, 1997 and
ending December 31, 1997 and thereafter for any fiscal year of the Company, a
positive amount, if any, equal to (i) Operating Cash Flow, PLUS (or minus) (ii)
decreases (or increases) in Working Capital from the first day of such period to
the last day of such period MINUS (iii) the sum of (without duplication)
(A) scheduled principal payments made pursuant to scheduled commitment
reductions of the Revolving Loan Commitments with respect to the Revolving Loans
during such period, scheduled amortization during such period of the principal
portion of the Term A Loans and Term B Loans and other Indebtedness of the
Company and its Subsidiaries, (B) Cash Interest Expense and any other fees and
expenses paid in cash under the Loan Documents, (C) income and franchise taxes
paid or payable in cash during such period (other than taxes on amounts
recognized in connection with a sale or other Disposition made by the Company or
any of its Subsidiaries), (D) Capital Expenditures (to the extent permitted by


                                        8


Sections 6.18(b) through (d)) to the extent paid in cash, (E) payments made to
the Parent which are applied by the Parent to Permitted Stock Repurchases to the
extent permitted by Section 6.10(i) and (F) Restricted Payments paid in cash (to
the extent made pursuant to the terms of Section 6.10(iv)), all calculated for
such fiscal year for the Company and its Subsidiaries on a consolidated basis in
accordance with Agreement Accounting Principles consistently applied.

     "Excluded Subsidiary" means each of Jacor National Corp., a Delaware
corporation, WIBX Incorporated, a New York corporation, Marathon Communications,
Inc., a New York corporation, Nobro, FMI Pennsylvania, Inc., GACC-N26LB, Inc.,
GACC-340, Inc., Settlement Development, Inc., Taft-TCI Satellite Services, Inc.,
Great American Television Productions, Inc., Cine Films Inc., Turp Co., Cine
Guarantors, Inc., Cine Guarantors II, Inc., Cine Guarantors II, Ltd., Cine Movil
S.A.Del O.V., Cine Mobile Systems Int'l N.V., Great American Merchandising
Group, Inc., Location Productions, Inc., Location Productions II, Inc., Cine
Artists Pictures Corp., Aces High Picture Corp., To The Devil A Daughter Picture
Corp., Echoes of Summer Co., Inc., Dreamer Productions, Inc., The Sy Fischer
Company Agency, Inc., River Niger Picture Corp., VTTV Productions, Noble
Broadcast Center, Inc., Sports Radio Broadcasting, Inc. and Jacor Broadcasting
of Idaho, an Idaho corporation.

     "Excluded Television Station Sales" is defined in Section 6.13(f).

     "Existing Radio Expenditure Maximum" is defined in Section 6.18(b).

     "Fair Market Value" and "fair market value" means, with respect to any
assets or property, the amount at which such assets or property would change
hands between a willing buyer and a willing seller, within a commercially
reasonable time, each having reasonable knowledge of the relevant facts, neither
being under a compulsion to sell or buy, as such amount is determined by (i) the
board of directors of the Company acting in good faith or (ii) an appraisal or
valuation firm of national or regional standing selected by the Company, with
experience in the appraisal or valuation of properties or assets of the type for
which Fair Market Value is being determined.

     "FCC" means the Federal Communications Commission or any other regulatory
body which succeeds to the functions of the Federal Communications Commission.

     "FCC Broadcast Station License" means a broadcast station license or series
of licenses issued by the FCC for the dissemination of radio or television
communications intended to be received by the public.

     "Federal Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time, and any successor statute or
statutes.

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (i) if the day for which such rate is to be determined is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average rate charged to The
Chase Manhattan Bank and


                                        9


Bank of America Illinois on such day on such transactions as determined by the
Administrative Agent in its discretion.

     "Fee Letters" means one or more fee letters entered into between or among
the Parent and/or the Company on the one hand, and the Administrative Agent, the
Documentation Agent and/or the Syndication Agent on the other hand.

     "Fixed Charges" means, for any fiscal period of the Company, an amount
equal to the sum of, without duplication, (i) Cash Interest Expense for such
period, PLUS (ii) principal payments due pursuant to (A) scheduled commitment
reductions of the Revolving Loan Commitments during such period on the Revolving
Loans and (B) scheduled amortization during such period of the principal portion
of the Term A Loans and the Term B Loans and (C) scheduled amortization during
such period of the principal portion of other Indebtedness of the Company and
its Subsidiaries, PLUS (iii) the principal component of all rents accrued during
such period in connection with Capitalized Leases under which the Company or any
of its Subsidiaries is the lessee, PLUS (iv) income and franchise taxes paid or
payable in cash during such period (other than taxes on amounts recognized in
connection with Dispositions made by the Company or any of its subsidiaries)
PLUS (v) all cash Capital Expenditures (other than those permitted under
Section 6.18(a)) made or required to be made during such period.

     "Floating Rate" means a rate per annum equal to (i) the Base Rate plus (ii)
the Applicable Margin, in each case changing when and as the Base Rate and/or
the Applicable Margin changes.

     "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

     "Floating Rate Loan" means a Loan, or portion thereof, which bears interest
at the Floating Rate.

     "FTC" means the Federal Trade Commission or any other regulatory body which
succeeds to the functions of the Federal Trade Commission.

     "Generally Accepted Accounting Principles" means United States generally
accepted principles of accounting as in effect as of the date of determination.

     "Governmental Authority" means any nation, state, sovereign, or government,
any federal, regional, state, local or political subdivision and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

     "Guaranty" of a Person means any agreement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes liable upon, any Indebtedness, lease, dividend
or other obligation of any other Person in any manner, whether directly or
indirectly and whether such obligation is contingent or absolute, or agrees to
maintain the net worth or working capital or other financial condition of any
other Person or otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter, operating agreement or
take-or-pay contract to such effect, all obligations of such Person for the
liabilities or obligations of another under any Joint Sales Agreement, any Local
Marketing Agreement and the Mexican Sales Agency Agreement and the actual or
contingent liability of such Person in connection with any application for or
the issuance of any letter of credit, but shall exclude the endorsement of
instruments for deposit or collection in the ordinary course of business.


                                       10


     "Hanna-Barbera Escrow Account" means the escrow account/holdback account
established when Citicasters Inc. sold assets known as the Hanna-Barbera assets
to HB Entertainment Co., which account has been terminated and from which
$13,240,000 has been disbursed  to the Company according to the terms of the
escrow agreement relating thereto.

     "Hedged Amount" is defined in Section 6.22(a).

     "HSR Approvals" is defined in Section 4.2(f).

     "Indebtedness" of a Person means, without duplication, such Person's
(i) liabilities and obligations for borrowed money, (ii) liabilities and
obligations representing the deferred purchase price of property or services
other than accounts payable arising in the ordinary course of such Person's
business payable on terms customary in the trade, (iii) liabilities and payment
obligations (contingent or otherwise), whether or not assumed, which are secured
by Liens or payable out of the proceeds or production from property now or
hereafter owned or acquired by such Person, (iv) liabilities and obligations
which are evidenced by bonds, notes, debentures, banker's acceptances or similar
instruments issued or accepted by banks, or other instruments evidencing
indebtedness, (v) liabilities and obligations relating to Capitalized Lease
Obligations, (vi) payment obligations (contingent or otherwise) arising under
Non-Compete Agreements, (vii) payment obligations arising under agreements to
repurchase securities (but only when such obligations become due or during any
period during which the security holder has the right to cause such payment to
become due), (viii) all liabilities and obligations of such Person in respect of
letters of credit and, without duplication, all unreimbursed amounts drawn
thereunder, (ix) all payment obligations of such Person under any terminated
agreements with respect to Interest Swap and Hedging Obligations, (x) without
duplication, any Guaranty of any of the foregoing obligations described in the
foregoing clauses (i) through (ix) and all liabilities and obligations of others
described in the foregoing clauses (i) through (ix) that are otherwise such
Person's legal liability or which are secured by any assets or property of such
Person and all obligations to purchase, redeem or acquire any Equity Interests
and (xi) all Disqualified Capital Stock of such Person (valued at the greater of
its voluntary or involuntary maximum fixed repurchase price plus accrued and
unpaid dividends).  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Agreement, and
if such price is based upon, or measured by, the Fair Market Value of such
Disqualified Capital Stock, such Fair Market Value shall be determined in good
faith by the board of directors of the issuer (or managing general partner of
the issuer) of such Disqualified Capital Stock.

     "Intercompany Acquisition Loan" means a loan made by the Company to any of
its Subsidiaries, which loan is made by the Company for the purpose of funding
(and the proceeds thereof have been applied to fund) a Permitted Acquisition by
such Subsidiary.

     "Intercompany Acquisition Note" means one or more intercompany acquisition
demand notes, a first amended and restated intercompany acquisition demand note
and a second amended and restated intercompany demand acquisition note, each in
substantially the form of Exhibits G-1 and G-2 hereto, respectively, and duly
completed, executed and delivered by any Subsidiary of the Company to evidence
Intercompany Acquisition Loans made to such Subsidiary, as the same may be
amended, modified, supplemented, restated or replaced from time to time in
conformity with the terms of this Agreement and in effect from time to time.


                                       11


     "Intercompany Demand Note" means one or more intercompany demand notes, a
first amended and restated intercompany demand note, a second consolidated
amended and restated intercompany demand note and a third consolidated amended
and restated intercompany demand note, each in substantially the form of Exhibit
H-1, Exhibit H-2 and Exhibit H-3 hereto, respectively, and duly completed,
executed and delivered by each of the Subsidiaries of the Company (other than
the Excluded Subsidiaries), as the same may be amended, modified, supplemented,
restated or replaced from time to time in conformity with the terms of this
Agreement and in effect from time to time.

     "Intercompany Security Agreement" means the third amended and restated
intercompany security agreement and financing statement in substantially the
form of Exhibit I hereto, as duly completed, executed and delivered by the
Company and each of the Subsidiaries of the Company (other than the Excluded
Subsidiaries), as the same may be amended, modified, supplemented or restated
from time to time in conformity with the terms of this Agreement and in effect
from time to time.

     "Interest Period" is defined in Section 2.7(a).

     "Interest Rate Hedge Provider" means any Lender (or any Affiliate thereof)
that provides an interest rate protection agreement to the Company pursuant to
Section 6.22 and that executes and delivers an agency agreement, in form and
substance satisfactory to the Administrative Agent.

     "Interest Swap and Hedging Obligations" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute.

     "Investment" of a Person means any loan, advance, extension of credit
(including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such other Person) or any commitment to make any such advance, loan or extension
of credit (excluding accounts receivable arising in the ordinary course of
business on terms customary in the trade), deposit account or contribution of
capital by such Person to any other Person or any investment in, or purchase or
other acquisition (whether by purchase, merger, consolidation or otherwise) of,
the stock, notes, bonds, debentures or other securities, including options and
warrants, of, any partnership interest in, or any other ownership interest in,
or any agreement to make any such acquisition of, any other Person made by such
Person (whether for cash, property, services, securities or otherwise).

     "IR" means Inmobiliaria Radial, S.A. de C.V., a company incorporated under
the laws of the United Mexican States.


                                       12


     "Issue" means, with respect to any Letter of Credit, to issue or to extend
the expiry of, or to renew or increase the amount of, such Letter of Credit; and
the terms "Issued," "Issuing" and "Issuance" have corresponding meanings.

     "Issuing Bank" means any of The Chase Manhattan Bank, Banque Paribas or
Bank of America in its capacity as issuer of one or more Letters of Credit
hereunder.

     "Joint Sales Agreement" means an agreement between (or assigned to) the
Company or one of its Subsidiaries and the holder of an FCC Broadcast Station
License (which holder is not the Parent, the Company, any of its Subsidiaries or
an Affiliate of any of them) pursuant to which the Company or such Subsidiary
(i) arranges to purchase advertising time for a fee from the radio station owned
by such holder of such FCC Broadcast Station License, with such advertising time
to be resold by the Company or any such Subsidiary, (ii) provides or furnishes
such resold advertising time to be broadcast by such radio station and (iii)
does not supply programming material to such radio station.

     "L/C Amendment Application" means an application form for amendment of
outstanding Letters of Credit as shall at any time be in use at the applicable
Issuing Bank, as such Issuing Bank shall request.

     "L/C Application" means an application form for issuance of standby letters
of credit, as appropriate, as shall at any time be in use at the applicable
Issuing Bank, as such Issuing Bank shall request.

     "L/C Obligations" means at any time the sum of (a) the aggregate undrawn
amount of all Letters of Credit then outstanding, PLUS (b) the aggregate amount
of all unreimbursed drawings under all Letters of Credit.

     "L/C Related Documents" means the Letters of Credit, the L/C Applications,
the L/C Amendment Applications and any other document relating to any Letter of
Credit, including any of the applicable Issuing Bank's standard form documents
for standby letter of credit issuances, as appropriate.

     "Lenders" means the banks and other Persons, other than the Company, the
Administrative Agent (in its capacity as Administrative Agent), the
Documentation Agent (in its capacity as Documentation Agent) and the Syndication
Agent (in its capacity as Syndication Agent), listed on the signature pages of
this Agreement and such of their respective permitted successors and assigns as
may be parties to any Notice of Assignment executed pursuant to Section 12.3.

     "Lending Office" means any office, branch, subsidiary or affiliate of any
Lender or the Administrative Agent.

     "Letter of Credit" means each standby letter of credit Issued by an Issuing
Bank pursuant to Section 2.20.

     "Leverage Ratio" means, at any time of determination, the ratio of (i)
Total Debt as at the date of such determination to (ii) Operating Cash Flow for
the four consecutive fiscal quarters then most recently ended (unless otherwise
specified herein), all calculated for the Company and its Subsidiaries on a
consolidated basis in accordance with Agreement Accounting Principles
consistently applied.

     "License" is defined in Section 7.14.


                                       13


     "Lien" means any security interest, mortgage, pledge, lien (statutory or
other), claim, charge, encumbrance, conditional sale or title retention
agreement, lessor's interest under a Capitalized Lease or analogous instrument,
or preference, privilege or priority (other than a priority of payment) in, of
or on any Person's assets or properties in favor of any other Person or the
filing of any financing statement or similar instrument under the Uniform
Commercial Code or comparable law of any jurisdiction, domestic or foreign,
other than financing statements which have lapsed or for which duly executed
termination statements have been delivered to the Administrative Agent.

     "Liquid Yield Option Note Documents" means the Liquid Yield Option Note
Indenture, the Liquid Yield Option Notes and all other instruments, documents
and agreements executed in connection therewith, as the same may be amended,
restated, supplemented or otherwise modified in accordance with the Parent
Guaranty.

     "Liquid Yield Option Note Indenture" means the indenture dated as of
June 12, 1996 between the Parent and The Bank of New York, as trustee.

     "Liquid Yield Option Notes" means the Liquid Yield Option Notes due 2011
issued by the Parent pursuant to the Liquid Yield Option Note Indenture.

     "Loan Documents" means this Agreement, the Effectiveness Agreement, each
document required to be delivered under Section 7(a) of the Effectiveness
Agreement, each Letter of Credit, each L/C Related Document, the Collateral
Documents, each Rate Hedging Agreement, each Intercompany Demand Note, each
Intercompany Acquisition Note, the Fee Letters, and all other notes,
instruments, documentation and agreements required hereunder or thereunder or
executed and/or delivered by the Parent, the Company or any of its Subsidiaries
to the Administrative Agent, any other Agent, any Issuing Bank or any Lender in
connection herewith or therewith, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

     "Loans" means, collectively, the Revolving Loans, the Term A Loans and the
Term B Loans.

     "Local Marketing Agreement" means, with respect to any radio station, an
agreement (including any time brokerage agreement) between (or assigned to) the
Company or one of its Subsidiaries and the holder or sublicensee of the FCC
Broadcast Station License relating to such radio station (which holder is not
the Parent, the Company, any of its Subsidiaries or an Affiliate of any of
them), pursuant to which the Company or such Subsidiary, subject to the control
of such holder of such FCC Broadcast Station License, and for the payment of a
fee to such holder of such FCC Broadcast Station License, (i) arranges to sell
air time for such radio station, and (ii) supplies personnel and programming
material to such radio station.

     "Margin Regulations" means the collective reference to Regulation G,
Regulation T, Regulation U and Regulation X of the Board of Governors of the
Federal Reserve System from time to time in effect and shall include any
successor or other regulations or official interpretations of said Board of
Governors relating to the extension of credit or incurrence of indebtedness for
the purpose of purchasing or carrying margin stocks.

     "Materials of Environmental Concern" means pollutants, contaminants,
wastes, any substance regulated as hazardous, toxic or radioactive, petroleum
and petroleum products, by-products and fractions, and radon gas.


                                       14


     "Mexican Assignment Agreement" means, in respect of the Mexican Sales
Agency Agreement, the assignment agreement, substantially the form of
Exhibit B-1 hereto, providing for the assignment by the Company and certain of
its Subsidiaries of all of their right, title and interest in the Mexican Sales
Agency Agreement, in favor of the Administrative Agent for the ratable benefit
of the Lenders, as duly completed, executed and delivered to the Administrative
Agent by the Company and such Subsidiaries, as the same may be amended,
modified, supplemented or restated and in effect from time to time.

     "Mexican Concession" means concession titles granted by the Ministry of
Communications and Transportation of Mexico and permits from the Ministry of the
Interior of Mexico.

     "Mexican Documents" means the collective reference to the Mexican Guaranty,
the Asset Purchase Agreement between Xetra Comunicaciones, S.A. de C.V. and
Radiodifursora del Pacifico, S.A. with respect to the purchase of the operating
assets of XETRA AM and XETRA FM and the Mexican Concession and the Mexican Sales
Agency Agreement.

     "Mexican Guaranty" means that certain joint and several Mexican Guaranty by
Conseco, Inc., an Indiana corporation, and John Lynch in favor of the Company,
pursuant to which each of the "Guarantors" (as defined therein) agreed, subject
to the terms thereof, to pay the Company certain amounts upon the occurrence of
certain events.

     "Mexican Sales Agency Agreement" means the Exclusive Promotional,
Programming and Sales Agreement dated as of June 1, 1996 between Xetra
Comunicaciones, S.A. de C.V. and Jacor Broadcasting of San Diego, Inc.,
including an amendment dated September 18, 1996, and any amendment thereto or
replacement thereof (such amendment or replacement, as the case may be, to be in
form and substance satisfactory to the Administrative Agent).

     "Mortgages" means, collectively, the Company Mortgages and the Subsidiary
Mortgages.

     "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Parent, the Company,
any of its Subsidiaries or any ERISA Affiliate is a party and to which more than
one employer is obligated to make contributions.

     "Net Cash Proceeds" is defined in Section 2.8(b)(i).

     "Net Non-broadcast Proceeds" is defined in Section 2.8(b)(ii).

     "New Radio Expenditure Maximum" is defined in Section 6.18(c).

     "New Station" is defined in Section 6.18(c).

     "New Station Capex Increase" means, with respect to any fiscal year after
the fiscal year in which a New Station is acquired, the product of (i) $200,000
MULTIPLIED BY (ii) the number of New Stations acquired prior to such fiscal year
(it being understood that multiple New Stations using a single facility shall be
deemed a single New Station for the purposes hereof).

     "New World Escrow Account" means the escrow account of $500,000 established
in connection with the sale by Citicasters Inc. of Television Stations to
entities affiliated with New World Communications Group Incorporated in 1994.


                                       15


     "News Corp. Warrants" means a warrant to purchase 7,250,000 shares of
certain News Corporation Limited Preferred Stock at a price per share of $11.03,
subject to adjustment as provided therein.

     "Noble" means Noble Broadcast Group, Inc., a Delaware corporation.

     "Noble Documents" shall have the meaning assigned to such term in this
Agreement immediately prior to the Effectiveness Date.

     "Noble Transactions" means all of the transactions contemplated by the
Noble Documents.

     "Nobro" means Nobro, S.A. de C.V., a Mexican corporation.

     "Non-broadcast Assets" means the collective reference to (i) the News Corp.
Warrants, (ii) amounts maintained in the Hanna-Barbera Escrow Account or the New
World Escrow Account, (iii) the assets constituting the investment in
Australia's Wonderland and (iv) up to $5,000,000 in the aggregate of incidental
assets acquired from time to time in connection with the Permitted Acquisition
of a business engaged primarily in radio or television broadcasting or any
materially related business which are not necessary for or useful to the
operation of the business or property so acquired.

     "Non-broadcast Proceeds Application Period" means, with respect to any
Permitted Non-broadcast Proceeds Application, a period of up to 450 days from
the date of any sale, transfer or other disposition of any Non-broadcast Asset
by the Parent, the Company or any of its Subsidiaries.

     "Non-broadcast Revolver Reserve" is defined in Section 2.8(b)(ii).

     "Non-Compete Agreement" means any agreement under which the Company or any
of its Subsidiaries agrees to pay money to Persons in exchange for agreements
from such Persons to refrain from competing with the Company or any of its
Subsidiaries in a certain line of business in a specific geographical area for a
certain time period, but shall not include any employment agreement which
contains a noncompete clause with respect to which no payment or other
consideration from the Company or any of its Subsidiaries is or will at any time
be due and owing, payable or otherwise contemplated or required.

     "Notice of Assignment" is defined in Section 12.3.1.

     "Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans, all accrued and unpaid fees and all other obligations, liabilities
and indebtedness of every kind, nature and description of the Parent, the
Company and/or its Subsidiaries to the Lenders or to any Lender, the
Administrative Agent, any Interest Rate Hedge Provider, any other Agent, any
Issuing Bank or any other Person from time to time arising under the Loan
Documents whether direct or indirect, primary or secondary, joint or several,
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired including, without limitation, all amounts accrued on or
after the institution of any proceeding for relief under the Federal Bankruptcy
Code.

     "Operating Cash Flow" means, with respect to the Company and its
consolidated Subsidiaries, for any period of calculation, the remainder of (A)
Broadcast Cash Flow MINUS (B) those expenses classified as corporate general and
administrative expenses for such period in the profit and loss


                                       16


statements delivered pursuant to Sections 6.1(a) and 6.1(b), all calculated for
the Company and its Subsidiaries on a consolidated basis in accordance with
Agreement Accounting Principles consistently applied.  For purposes of
determining the Leverage Ratio and the Senior Leverage Ratio hereunder, unless
otherwise agreed to by the Required Lenders and the Company, (i) in the case of
any Subsidiary or Radio Station acquired by the Company or any Subsidiary during
any period of calculation, Operating Cash Flow shall be adjusted to give effect
to such acquisition, as if such acquisition occurred on the first day of such
period, by increasing, if positive, or decreasing, if negative, Operating Cash
Flow by the Operating Cash Flow of such newly acquired Subsidiary or derived
from such Radio Station during such period prior to the date of such acquisition
on a combined PRO FORMA basis (as adjusted to eliminate costs which would be
nonrecurring expense items after giving effect to such acquisition, PROVIDED
such adjustments shall be specified in reasonable detail in a certificate
executed by an Authorized Officer of the Company), and (ii) in the case of any
Subsidiary or Radio Station sold, transferred or otherwise disposed of by the
Company or any Subsidiary during any period of calculation, Operating Cash Flow
shall be adjusted to give effect to such sale, transfer or other disposition, as
if such sale, transfer or other disposition occurred on the first day of such
period, by decreasing, if positive, or increasing, if negative, Operating Cash
Flow by the Operating Cash Flow of such Subsidiary or derived from such Radio
Station during such period prior to the date of such sale, transfer or other
disposition.

     "Original Closing Date" means September 18, 1996.

     "Original Effective Date" means June 12, 1996.

     "Parent" means Jacor Communications, Inc., a Delaware corporation, and its
successors and assigns.

     "Parent Account" means a deposit account of the Parent maintained by the
Parent in the State of Illinois (or such other state as agreed to by the
Agents).

     "Parent Account Assignment" means the assignment agreements in respect of
the Parent Account, as duly completed, executed and delivered to the
Administrative Agent on the Original Closing Date, as the same may be amended or
modified from time to time.

     "Parent Contribution Documents" means all instruments, agreements and other
documents executed and/or delivered in connection with the Annual Capital
Contribution, in each case as delivered to the Agents on or prior to the
Original Closing Date and as each may be amended, restated, supplemented or
otherwise modified in accordance with Section 6.25.

     "Parent Guaranty" means the parent guaranty in substantially the form of
Exhibit J-2 hereto, as duly completed, executed and delivered to the
Administrative Agent by the Parent, as the same may be amended or modified and
in effect from time to time.

     "Parent Plan" means a Plan that is sponsored, maintained, or contributed
to, by the Parent or any of its Subsidiaries, or to which the Parent or any of
its Subsidiaries has an obligation to contribute, for employees of the Parent or
any of its Subsidiaries.

     "Parent Pledge Agreement" means the parent pledge agreement in
substantially the form of Exhibit D-5 hereto, as duly completed, executed and
delivered to the Administrative Agent by the Parent, as the same may be amended
or modified and in effect from time to time.


                                       17


     "Participants" is defined in Section 12.2.1.

     "PBGC" means the Pension Benefit Guaranty Corporation and its successors
and assigns.

     "Permitted Acquisition" means, collectively, (i) the Acquisitions set forth
on Schedule 1.2 hereto, in each case consummated on substantially the terms
contemplated by the information delivered to the Lenders in respect of such
Acquisitions prior to Effectiveness Date, and Investments acquired by the
Company or any of its Subsidiaries prior to the Effectiveness Date, (ii) an
Acquisition by the Company or any of its Subsidiaries of a business engaged
primarily in radio or television broadcasting made using within 180 days after
receipt thereof any portion of the Net Cash Proceeds in respect of any
disposition permitted under Section 6.13 of a business engaged primarily in
radio or television broadcasting or of any Net Non-broadcast Proceeds, in each
case received after the Effectiveness Date by the Company or any of its
Subsidiaries, and (iii) at any time of determination, any other Acquisition by
the Company or any of its Subsidiaries (a) of a business engaged primarily in
radio or television broadcasting or any materially related business, or
(b) constituting a Television Swap Acquisition or a Radio Swap Acquisition, in
each case with respect to which each of the following requirements is then met:

          (a)  Such Acquisition shall have been approved by the board of
directors of the entity to be acquired or, if such entity is in bankruptcy, by
the bankruptcy court having jurisdiction over the estate and the Parent, the
Company and its Subsidiaries, as the case may be, shall have made all
applications, filings and registrations with, and obtained all necessary
approvals, orders, authorizations, licenses, certificates and permits from, the
FCC and other federal, state and local regulatory or governmental bodies or
authorities that are or may be required in connection with the consummation of
such Acquisition, provided that the time for appeal or reconsideration of any
such approval, order, authorization, license, certificate or permit need not
have expired or lapsed in order to satisfy this condition (a).

          (b)  If such Acquisition is, or is part of a series of related
Acquisitions, for an Amount in excess of $15,000,000, the Company shall have
furnished to the Administrative Agent for distribution to each Lender (i) except
with respect to any Acquisition set forth on Schedule 1.2, as soon as
practicable following the execution of a definitive acquisition agreement, an
Acquisition Certificate containing Acquisition Pro Formas showing the proposed
Acquisition and each other Acquisition for which a definitive agreement has been
executed at the time of delivery of such Acquisition Certificate and (ii) on the
closing date for such Acquisition (or as soon prior to such date as
practicable), an Acquisition Certificate containing Acquisition Pro Formas
showing solely the proposed Acquisition.  If such Acquisition is, or is part of
a series of related Acquisitions, for consideration in excess of $75,000,000,
the Company shall have furnished to the Administrative Agent for distribution to
each Lender copies of the acquisition agreement for such Acquisition and all
material related documentation as soon as practicable prior to the consummation
of such Acquisition.

          (c)  Solely in the case of an Acquisition described in clause (iii)
above, the conditions set forth in any one of the following clauses (1), (2) or
(3) shall have been satisfied:

          (1) the Amount of such Acquisition, when aggregated with all other
     Permitted Acquisitions consummated after the Effectiveness Date (other than
     the Permitted Acquisitions set forth in subclauses (i) and (ii) above of
     this definition) shall not exceed the sum of (A) $150,000,000 PLUS (B) the
     aggregate net cash proceeds received by the Parent from the issuance of its
     common stock after the Effectiveness Date to the extent such proceeds are


                                       18


     contributed to the capital of the Company for the purpose of making any
     such Acquisition plus, without duplication, the aggregate value of common
     stock of the Parent constituting consideration used by the Parent, the
     Company or any of its Subsidiaries in any such Acquisition (for purposes of
     calculating compliance with this clause (1) and the aggregate Amount of
     Acquisitions under clause (i) of the definition of "Acquisition
     Certificate" in this Agreement, the value of each exchange included in any
     Television Swap Acquisition or any Radio Swap Acquisition shall be deemed
     to be the portion, if any, of the consideration paid by the Company or any
     of its Subsidiaries in such exchange in cash or consideration other than
     radio properties or television stations),

          (2) as of the last day of the most recent twelve-month period for
     which financial statements have been delivered pursuant to Section 6.1, the
     Leverage Ratio would be less than 5.5 to 1.00 and the Senior Leverage Ratio
     would be less than 4.00 to 1.00, in each case on a PRO FORMA basis as
     determined based upon the Acquisition Pro Formas contained in the
     Acquisition Certificate in which the Company shall have certified as to
     satisfaction of the conditions set forth in this clause (2) (or, if no
     Acquisition Certificate is required in connection with such Acquisition, as
     determined on the same basis as would be required for Acquisition Pro
     Formas in the Acquisition Certificate that would be delivered on the
     closing date for such Acquisition if Acquisition Certificates were
     required), or

          (3) the Required Lenders shall have given an initial written consent
     to such Acquisition after their receipt of initial draft documentation and
     Acquisition Pro Formas  relating to such Acquisition and, if such draft
     documentation or Acquisition Pro Formas shall change in any material
     adverse respect prior to the consummation of such Acquisition, the Required
     Lenders shall have given their written consent to such changes, provided
     that each Lender agrees to use its reasonable best efforts to respond to a
     Permitted Acquisition for which its consent is required under this
     clause (c) within seven Business Days of its receipt of initial
     documentation conforming to the requirements hereof and Acquisition Pro
     Formas pursuant to (b) above and to respond to any subsequent revisions
     thereto within three Business Days of its receipt thereof.

          (d)  The Company, such Subsidiary and/or the entity to be acquired, as
appropriate, shall have executed and delivered and furnished to the
Administrative Agent and the Lenders, concurrently with, but in any event within
two Business Days after, the consummation of such Acquisition, such documents as
shall be required pursuant to Section 2.17 and, if such Acquisition is to be
consummated by a Subsidiary, such Subsidiary shall have executed and delivered
to the Company an Intercompany Acquisition Note in a principal amount equal to
the amount, if any, of any Intercompany Acquisition Loan made by the Company to
such Subsidiary to fund such Acquisition, and such Intercompany Acquisition Note
shall have been duly pledged by the Company to the Administrative Agent for the
benefit of the Lenders, the Issuing Banks and the Interest Rate Hedge Providers
pursuant to the Company Pledge Agreement.

          (e)  Prior to and after giving effect to such Acquisition, no Default
or Unmatured Default exists or will exist.

          (f)  In the case of an Acquisition of a business engaged primarily in
television broadcasting (other than a Television Swap Acquisition), such
Acquisition would not on a PRO FORMA basis cause Broadcast Cash Flow
attributable to all television stations then owned by the Company and its
Subsidiaries to exceed 35% of all Broadcast Cash Flow of the Company and its
Subsidiaries on a


                                       19


consolidated basis for the most recent twelve-month period for which financial
statements have been delivered pursuant to Section 6.1, as determined based upon
the Acquisition Pro Formas contained in the Acquisition Certificate in which the
Company shall have certified as to satisfaction of the conditions set forth in
this paragraph (f) (or, if no Acquisition Certificate is required in connection
with such Acquisition, as determined on the same basis as would be required for
Acquisition Pro Formas in the Acquisition Certificate that would be delivered on
the closing date for such Acquisition if Acquisition Certificates were
required).

          (g)  After giving effect to such Acquisition, the Company would not be
in violation of any financial covenant contained in Section 6.3 as of the last
day of and for the most recent twelve-month period for which financial
statements have been delivered pursuant to Section 6.1, in each case on a PRO
FORMA basis as determined based upon the acquisition pro formas contained in the
Acquisition Certificate in which the Company shall have certified as to
satisfaction of the conditions set forth in this paragraph (g) (or, if no
Acquisition Certificate is required in connection with such Acquisition, as
determined on the same basis as would be required for Acquisition Pro Formas in
the Acquisition Certificate that would be delivered on the closing date for such
Acquisition if Acquisition Certificates were required).

          (h)  Except with respect to Acquisitions described in clause (i)
above, to the extent such Acquisition is, or is part of a series of related
Acquisitions, for consideration in excess of $75,000,000, such Acquisition shall
have been approved in writing by the Required Lenders, unless the Leverage Ratio
would be less than 5.5 to 1.00 and the Senior Leverage Ratio would be less than
4.00 to 1.00, in each case on a PRO FORMA basis as determined based upon the
Acquisition Pro Formas contained in the Acquisition Certificate in which the
Company shall have certified as to satisfaction of the conditions set forth in
this paragraph (h).

          (i)  If such Acquisition is, or is part of a series of related
Acquisitions, for consideration in excess of $75,000,000, the Administrative
Agent and the Lenders shall have received evidence satisfactory to the
Administrative Agent and the Lenders and their respective counsel that the
Parent, the Company and its Subsidiaries, as the case may be, shall have made
all applications, filings and registrations with, and obtained all necessary
approvals, orders, authorizations, licenses, certificates and permits from, the
FCC and other federal, state and local regulatory or governmental bodies or
authorities that are or may be required in connection with the consummation of
such Acquisition, provided that the time for appeal or reconsideration of any
such approval, order, authorization, license, certificate or permit need not
have expired or lapsed in order to satisfy this condition (i).

     "Permitted Non-broadcast Proceeds Application" means application of Net
Non-broadcast Proceeds to a Permitted Acquisition (other than notes, bonds,
obligations and securities (other than securities that represent a controlling
interest in the Capital Stock of an entity acquired pursuant to a Permitted
Acquisition)), to Capital Expenditures to the extent permitted under
Sections 6.18(b) through (d) or to other assets of the Company or any of its
Subsidiaries, in each case only to the extent any such assets acquired will
immediately constitute or be a part of a business that in the good faith
judgment of the board of directors of the Company is a materially related
business.

     "Permitted Stock Repurchases" means repurchases by the Parent of the
Parent's stock which do not exceed, on an aggregate basis during the period
commencing on the Original Effective Date, an amount up to at any time (a) zero,
if at the time of any such repurchase, the Leverage Ratio would be 5.00 to 1.00
or greater on a PRO FORMA basis as of the last day of and for the most recent
two-quarter


                                       20


period for which financial statements have been delivered pursuant to
Section 6.1 after giving effect to any dividend or distribution by the Company
related to such proposed repurchase as if declared or made on the first day of
such period, (b) $25,000,000, if at the time of any of such repurchase, the PRO
FORMA Leverage Ratio as so determined for such day and period would be below
5.00 to 1.00 but greater than or equal to 4.00 to 1.00 and (c) $40,000,000, if
at the time of any of such repurchase, the PRO FORMA Leverage Ratio as so
determined for such day and period would be below 4.00 to 1.00.

     "Person" means any corporation, natural person, firm, joint venture,
limited liability company, partnership, trust, unincorporated organization,
enterprise or Governmental Authority.

     "Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Internal Revenue Code and which is sponsored or maintained by the Parent, the
Company, any of its Subsidiaries or any ERISA Affiliate for employees of the
Parent, the Company, any of its Subsidiaries or any ERISA Affiliate.

     "Proceeds Application Period" means, with respect to any Permitted
Acquisition, a period of up to 275 days from the date of any sale, transfer or
other disposition of any property, asset or business or issuance of any Equity
Interest, in each case as described in Section 2.8(b)(i), which 275-day period
may be extended up to an additional 175 days (the "Extended Period") if the
consummation of such Permitted Acquisition is subject only to the approval of
the FCC and/or the FTC and, prior to the 275th day after any such sale, transfer
or other disposition, the Company or its applicable Subsidiary (a) has received
a duly executed letter of intent with respect to such Permitted Acquisition, and
(b) is diligently proceeding with the preparation of all applications and other
documents necessary to obtain (and at all times during the Extended Period
continues to actively pursue) FCC approval for such Permitted Acquisition.

     "Pro Rata Share" means, at any time:

          (i)     with respect to all payments, computations and determinations
     relating to the Term A Loan of any Lender, the percentage obtained by
     dividing (A) the outstanding principal balance of such Lender's Term A Loan
     by (B) the aggregate outstanding principal balance of the Term A Loans;

          (ii)    with respect to all payments, computations and determinations
     relating to the Term B Loan of any Lender, the percentage obtained by
     dividing (A) the outstanding principal balance of such Lender's Term B Loan
     by (B) the aggregate outstanding principal balance of the Term B Loans;

          (iii)   with respect to all payments, computations and determinations
     relating to the Revolving Loan Commitment or the Revolving Loans of any
     Lender, or such Lender's interest in Letters of Credit (including without
     limitation determinations of the commitment fee under Section 2.11(b) and
     Letter of Credit fees under Section 2.21), the percentage obtained by
     dividing (A) such Lender's Revolving Loan Commitment (or the outstanding
     principal balance of such Lender's Revolving Loans and all L/C Obligations
     in which such Lender has an interest, if the Revolving Loan Commitments
     have been terminated pursuant to the terms of this Agreement) by (B) the
     Aggregate Revolving Loan Commitment (or the aggregate outstanding principal
     balance of the Revolving Loans and all L/C Obligations, if the Revolving
     Loan Commitments have been terminated pursuant to the terms of this
     Agreement); and


                                       21


          (iv)    for all other purposes with respect to each Lender, the
     percentage obtained by dividing (A) the sum of (1) the outstanding
     principal balance of such Lender's Term A Loan, (2) the outstanding
     principal of such Lender's Term B Loan and (3) such Lender's Revolving Loan
     Commitment (or the outstanding principal balance of such Lender's Revolving
     Loans and all L/C Obligations in which such Lender has an interest, if the
     Revolving Loan Commitments have been terminated pursuant to the terms of
     this Agreement) by (B) the sum of (1) the aggregate outstanding principal
     balance of the Term A Loans, (2) the aggregate outstanding principal
     balance of the Term B Loans and (3) the Aggregate Revolving Loan Commitment
     (or the aggregate outstanding principal balance of the Revolving Loans and
     all L/C Obligations, if the Revolving Loan Commitments have been terminated
     pursuant to the terms of this Agreement).

     "Purchasers" is defined in Section 12.3.1.

     "Radio Stations" means, collectively, the radio stations and radio network
and any other broadcast radio stations or information services now or hereafter
owned, acquired or operated pursuant to a Joint Sales Agreement, a Local
Marketing Agreement or the Mexican Sales Agency Agreement, as the case may be,
by the Company and one or more of its Subsidiaries or by the Company or one or
more of its Subsidiaries and shall include, without limitation, those stations
set forth on Schedule 5.25(i).

     "Radio Swap Acquisition" means an Acquisition pursuant to which the Company
or any of its Subsidiaries acquires a business primarily engaged in radio
broadcasting in exchange in whole or in part for a business primarily engaged in
radio broadcasting.

     "Rate Hedging Agreement(s)" means the collective reference to those
interest rate protection agreements entered into by the Company pursuant to
Section 6.22(a) as the same may be amended, modified, supplemented or restated
from time to time.

     "Rate Option" means the Eurodollar Rate or the Floating Rate, as the case
may be.

     "Receivables" means and shall include all of the Company's and its
Subsidiaries' present and future rights to payment for services rendered or
products sold.

     "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System from time to time in effect and shall include any successor or
other regulation or official interpretation of said Board of Governors relating
to reserve requirements applicable to member banks of the Federal Reserve
System.

     "Rentals" of a Person means the aggregate fixed amounts (other than taxes,
insurance, maintenance, utility and other operating expenses) payable by such
Person under any lease of real or personal property having an original term
(including any required renewals or any renewals at the option of the lessor or
lessee, provided, however, that in those cases in which the lessee has the
option to renew the lease, the amount payable pursuant to such lease is counted
only when the lessee exercises its option to renew) of one year or more but does
not include any amounts payable under Capitalized Leases of such Person.

     "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such Section, with respect to a Plan,
excluding, however, such events as to


                                       22


which the PBGC by regulation has waived the requirement of Section 4043(a) of
ERISA that it be notified within thirty (30) days of the occurrence of such
event, provided that a failure to meet the minimum funding standards of
Section 412 of the Internal Revenue Code and of Section 302 of ERISA shall be a
reportable event regardless of the issuance of any waivers in accordance with
Section 412(d) of the Internal Revenue Code.

     "Required Lenders" means Lenders whose Pro Rata Shares, in the aggregate,
are at least 51%.

     "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on eurocurrency
liabilities.

     "Restricted Payments" is defined in Section 6.10.

     "Revolver Reserve" is defined in Section 2.8(b)(i).

     "Revolving Loan Commitment" means, for each Lender, the obligation of such
Lender to make Revolving Loans in an aggregate principal amount at any time not
exceeding the amount set forth opposite its name on Schedule I hereto under the
column titled "Revolving Loan Commitment," as such amount may be modified from
time to time pursuant to the terms of this Agreement.

     "Revolving Loan Commitment Reduction Amount" means, for each Revolving Loan
Commitment Reduction Date and subject to Section 2.8(h), the amount set forth
opposite such Revolving Loan Commitment Reduction Date:

             Revolving Loan                          Revolving Loan
        Commitment Reduction Date              Commitment Reduction Amount
        -------------------------              ---------------------------

            June 12, 1999                             $27,500,000
            December 12, 1999                         $27,500,000
            June 12, 2000                             $27,500,000
            December 12, 2000                         $27,500,000
            June 12, 2001                             $27,500,000
            December 12, 2001                         $27,500,000
            June 12, 2002                             $27,500,000
            December 12, 2002                        $128,750,000
            June 12, 2003                            $128,750,000

In the event the Aggregate Revolving Loan Commitment is increased pursuant to
Section 8.2(d) or otherwise, the Revolving Loan Commitment Reduction Amount for
each Revolving Loan Commitment Reduction Date occurring after the date of such
increase shall be increased by a pro rata portion of such increase.

     "Revolving Loan Commitment Reduction Date" means each of the dates set
forth in the table in the definition of "Revolving Loan Commitment Reduction
Amount".

     "Revolving Loan Termination Date" means June 12, 2003 or such earlier date
as the Revolving Loan Commitments of the Lenders shall be terminated pursuant to
the terms of this Agreement.


                                       23


     "Revolving Loans" is defined in Section 2.1(a).

     "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

     "Senior Debt" means, at any time of determination and without duplication,
the sum of all Indebtedness of the Company and its Subsidiaries, other than
Subordinated Debt subordinated on terms at least as favorable to the Lenders as
the Senior Subordinated Debt (or on terms otherwise approved by the
Administrative Agent), and the aggregate amount of any due and unpaid interest
thereon.

     "Senior Leverage Ratio" means, at any time of determination, the ratio of
(i) Senior Debt as at the date of determination to the extent such indebtedness
as of such date of determination would be classified (or required to be
classified) in whole or in part as a liability in accordance with Agreement
Accounting Principles to (ii) Operating Cash Flow for the four consecutive
fiscal quarters then most recently ended, all calculated for the Company and its
Subsidiaries on a consolidated basis in accordance with Agreement Accounting
Principles consistently applied.

     "Senior Subordinated Debt" means all indebtedness represented by the 10-
1/8% Senior Subordinated Notes due 2006 and the 9-3/4% Senior Subordinated Notes
due 2006 issued pursuant to the Senior Subordinated Debt Indentures.

     "Senior Subordinated Debt Indentures" means each of (i) the indenture dated
as of June 12, 1996, by and among the Company, the Parent and First Trust of
Illinois, National Association, as Trustee, and (ii) the indenture dated as of
December 17, 1996, by and among the Company, the Parent, certain Subsidiaries of
the Company and The Bank of New York, as trustee.

     "Solvent" as to any Person means that (i) the sum of the assets of such
Person, both at a fair valuation and at present fair salable value, will exceed
its liabilities, including contingent liabilities, (ii) such Person will have
sufficient capital with which to conduct its business as presently conducted and
as proposed to be conducted and (iii) such Person has not incurred debts, and
does not intend to incur debts, beyond its ability to pay such debts as they
mature.  For purposes of this definition, "debt" means any liability on a claim,
and "claim" means (x) a right to payment, whether or not such right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured, or (y) a right to
an equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.  With respect to any such contingent liabilities, such liabilities
shall be computed at the amount which, in light of all the facts and
circumstances existing at the time, represents the amount which can reasonably
be expected to become an actual or matured liability.

     "Station Broadcast Cash Flow" is defined in Section 6.13(c).

     "Subordinated Debt" means the collective reference to (i) Indebtedness of
the Company (a) which by its terms is expressly subject and subordinate to the
Obligations and (b) which is not secured by any assets of the Company or any of
its Subsidiaries, (ii) the Senior Subordinated Debt and (iii) the Citicasters
Subordinated Debt.


                                       24


     "Subsidiary" of any Person means (i) any corporation more than 50% of the
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person and/or by one or more of its Subsidiaries and (ii)
any partnership, association, joint venture or other entity in which such Person
and/or one or more of its Subsidiaries is either a general partner or has a 50%
or more equity interest at the time.

     "Subsidiary Guaranty" means the guaranty in substantially the form of
Exhibit J-1 hereto, as duly completed, executed and delivered to the
Administrative Agent by each Subsidiary of the Company (other than the Excluded
Subsidiaries that have not guaranteed any Subordinated Debt), as the same may be
amended or modified and in effect from time to time.

     "Subsidiary Mortgages" means, collectively, (i) each fee simple mortgage in
substantially the form of Exhibit C hereto, as duly completed, executed and
delivered to the Administrative Agent by Jacor Broadcasting of Florida, Inc.,
Jacor Broadcasting of Tampa Bay, Inc., Jacor Broadcasting of Atlanta, Inc.,
Jacor Broadcasting of Colorado, Inc., and Jacor Broadcasting Corporation,
covering the real property located in Duval County, Florida, Hillsborough
County, Florida, St. Johns County, Florida, Manatee County, Florida, Fulton
County, Georgia, Douglas County, Colorado, Weld County, Colorado and Warren
County, Ohio, Hamilton County, Ohio, respectively, on the Original Closing Date
and (ii) each other fee simple mortgage or deed of trust delivered by a
Subsidiary of the Company pursuant to Section 2.17, as each such mortgage or
deed of trust may be amended, modified, supplemented or restated and in effect
from time to time.

     "Subsidiary Pledge Agreements" means, collectively, (i) the subsidiary
primary pledge agreement in the form of Exhibit D-2 hereto, as duly completed,
executed and delivered to the Administrative Agent by Jacor Broadcasting of
Atlanta, Inc., (ii) the subsidiary secondary pledge agreement in the form of
Exhibit D-3 hereto, as duly completed, executed and delivered to the
Administrative Agent by each Subsidiary of the Company, (iii) the subsidiary
first amended and restated secondary pledge agreement in the form of Exhibit D-4
hereto, as duly completed, executed and delivered to the Administrative Agent by
Jacor Broadcasting of Atlanta, Inc. and (iv) each other subsidiary pledge
agreement substantially in the form of Exhibit D-2 or D-3 or D-4 hereto, as the
case may be, as duly completed, executed and delivered by a Subsidiary of the
Company pursuant to Section 2.17, in each case as the same may be amended,
modified, supplemented or restated from time to time.

     "Subsidiary Security Agreement" means the security agreement in
substantially the form of Exhibit E-2 hereto, as duly completed, executed and
delivered to the Administrative Agent by each Subsidiary of the Company (other
than the Excluded Subsidiaries), as the same may be amended, modified,
supplemented or restated and in effect from time to time.

     "Subsidiary Trademark Agreements" means, collectively, (i) the subsidiary
trademark security agreement in the form of Exhibit N-2 hereto, as duly
completed, executed and delivered to the Administrative Agent by Jacor
Broadcasting of Tampa Bay, Inc. and certain other Subsidiaries of the Company
and (ii) each other subsidiary trademark security agreement substantially in the
form of Exhibit N-2 hereto, as duly completed, executed and delivered by a
Subsidiary of the Company pursuant to Section 2.17, in each case as the same may
be amended, modified, supplemented or restated from time to time.


                                       25


     "Syndication Agent" means Bank of America Illinois in its capacity as
syndication agent for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Syndication Agent appointed
pursuant to Article X.

     "Taxes" is defined in Section 3.2.

     "Television Station" means any broadcast television station or any business
primarily engaged in television broadcasting owned by the Company or any of its
Subsidiaries as of the Original Closing Date or acquired by the Company or any
of its Subsidiaries after the Original Closing Date and shall include, without
limitation, WKRC in Cincinnati, Ohio.

     "Television Swap Acquisition" means an Acquisition pursuant to which the
Company or any of its Subsidiaries acquires a business primarily engaged in
television broadcasting with the intention of immediately (and in any case not
later than 90 days after the date of such Acquisition) conveying such business
to a Person which is not an Affiliate of the Parent, the Company or any of its
Subsidiaries in exchange for a conveyance to the Company or any of its
Subsidiaries of a business primarily engaged in radio broadcasting.

     "Term A Loan Commitment" means, for each Lender, the obligation of such
Lender to make a Term A Loan in a principal amount on the Effectiveness Date not
exceeding the amount set forth opposite its name on Schedule I hereto under the
column titled "Term A Loan Commitment", as contemplated by Section 6 of the
Effectiveness Agreement.

     "Term A Loan Maturity Date" means June 12, 2003.

     "Term A Loans" is defined in Section 2.2(a).

     "Term B Loan Commitment" means, for each Lender, the obligation of such
Lender to make a Term B Loan in a principal amount on the Effectiveness Date not
exceeding the amount set forth opposite its name on Schedule I hereto under the
column titled "Term B Loan Commitment", as contemplated by Section 6 of the
Effectiveness Agreement.

     "Term B Loan Maturity Date" means, at any date of determination, (i)
June 12, 2004 or (ii) November 15, 2003, if any portion of the Citicasters
Subordinated Debt is outstanding on such date and has not been effectively
defeased.

     "Term B Loans" is defined in Section 2.2(b).

     "Term Loan Payment Date" means each date set forth in the tables in
Sections 2.2(a)(iii) and 2.2(b)(iii).

     "The Chase Manhattan Bank" means The Chase Manhattan Bank in its individual
capacity, and its successors and assigns.

     "Total Debt" means, at any time of determination and without duplication,
the sum of the aggregate amount of Indebtedness and Disqualified Capital Stock
of the Company and its Subsidiaries as of such date of determination on a
consolidated basis in accordance with Agreement Accounting Principles and the
aggregate amount of any past due and unpaid interest thereon.


                                       26


     "Tower Lease" means a lease or license at fair market rent of antenna space
on a tower owned by the Company or its Subsidiaries, of space on any such tower
for transmission links, and of building space for equipment relating to the use
of such tower space to transmitters whose use of such space will not interfere
with the use by the Company or any of its Subsidiaries of such tower either
(a) at fair market rent or (b) at no or nominal rent in connection with the
tower used by Q-102 in Cincinnati, Ohio.

     "Transactions" is defined in Section 5.2.

     "Transferee" is defined in Section 12.4.

     "Unfunded Liabilities" means (i) in the case of Plans that are not
Multiemployer Plans, the amount (if any) of unfunded benefit liabilities (as
defined in Section 4001(a)(18) of ERISA), determined as of the then most recent
valuation date for such Plans, and (ii) in the case of Multiemployer Plans, the
withdrawal liability of the Parent, the Company and its Subsidiaries.

     "Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

     "Wholly-Owned Subsidiary" means any Subsidiary all of the outstanding
voting securities and other Equity Interests of which shall at the time be owned
and controlled, directly or indirectly, by the Company and or one or more
Wholly-Owned Subsidiaries.

     "Working Capital" means at any time an amount equal to Current Assets minus
Current Liabilities at such time.

     "Z/C" means Zell/Chilmark Fund, L.P., a Delaware limited partnership, and
its successors and assigns.

     The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

                                   Article II

                                   THE CREDITS

     Section 2.1  REVOLVING LOANS.  (a)  From and including the Original Closing
Date to but excluding the Revolving Loan Termination Date, each Lender severally
agrees, on the terms and subject to the conditions set forth in this Agreement,
to make Loans to the Company from time to time (the "Revolving Loans") in an
aggregate amount outstanding at any time not to exceed its Revolving Loan
Commitment minus (i) such Lender's Pro Rata Share of the L/C Obligations at such
time and (ii) such Lender's Pro Rata Share of any Revolver Reserve and any Non-
broadcast Revolver Reserve in effect at such time; PROVIDED that each Lender
with a Revolving Loan Commitment severally agrees, on the terms and subject to
the conditions set forth in this Agreement (including Section 2.8), to make
Revolving Loans in an amount equal to its Pro Rata Share of any Revolver Reserve
and any Non-broadcast Revolver Reserve in effect at such time.  The Revolving
Loan Commitment of each Lender shall be automatically and permanently reduced
(i) on each Revolving Loan Commitment Reduction Date in an amount equal to such
Lender's Pro Rata Share of the applicable Revolving Loan Commitment Reduction


                                       27


Amount for such Revolving Loan Commitment Reduction Date, and (ii) in accordance
with the terms and provisions of Section 2.8(h).

          (b)  The Revolving Loans of each Lender shall be Floating Rate Loans
or, at the Company's option and subject to the terms hereof, Eurodollar Loans.

          (c)  Subject to the mandatory repayment obligations of the Company
provided for in this Agreement, the Revolving Loans shall be repaid to the
Lenders in full on the Revolving Loan Termination Date.  Within the limits and
subject to the terms and conditions herein set forth, Revolving Loans may be
borrowed, repaid and reborrowed from time to time.

     Section 2.2  TERM LOANS.  (a)  TERM A LOANS.  (i)  After giving effect to
the transactions contemplated by Section 6 of the Effectiveness Agreement on the
Effectiveness Date, each Lender having a Term A Loan Commitment severally made,
on the terms and subject to the conditions set forth in this Agreement and the
Effectiveness Agreement, a single loan to the Company in the amount of the Term
A Loan Commitment of such Lender (all such loans of all of the Lenders
collectively, the "Term A Loans").  All Term A Loan Commitments expired
simultaneously with the making of the Term A Loans on the Effectiveness Date.

          (ii)  The Term A Loan of each Lender having a Term A Loan Commitment
shall consist of Floating Rate Loans or, at the Company's option and subject to
the terms hereof, Eurodollar Loans.

          (iii)  Once repaid, Term A Loans may not be reborrowed.   The Term A
Loans shall mature on the Term A Loan Maturity Date and shall be repaid, without
premium or penalty, by the Company, in amounts equal to the installments set
forth below, on each of the Term Loan Payment Dates specified below for each
such installment.

        Term A Loan Payment Date            Amount of Term A Loan Installment
        ------------------------            ---------------------------------

            December 12, 1997                          $8,500,000
            June 12, 1998                              $8,500,000
            December 12, 1998                         $10,000,000
            June 12, 1999                             $10,000,000
            December 12, 1999                         $13,500,000
            June 12, 2000                             $13,500,000
            December 12, 2000                         $18,500,000
            June 12, 2001                             $18,500,000
            December 12, 2001                         $23,500,000
            June 12, 2002                             $23,500,000
            December 12, 2002                         $26,000,000
            June 12, 2003                             $26,000,000


          (b)  TERM B LOANS.  (i)  After giving effect to the transactions
contemplated by Section 6 of the Effectiveness Agreement on the Effectiveness
Date, each Lender having a Term B Loan Commitment severally made, on the terms
and subject to the conditions set forth in this Agreement and the Effectiveness
Agreement, a single loan to the Company in the amount of the Term B Loan


                                       28


Commitment of such Lender (all such loans of all of the Lenders collectively,
the "Term B Loans").  All unutilized Term B Loan Commitments expired
simultaneously with the making of the Term B Loans on the Effectiveness Date.

          (ii)  The Term B Loan of each Lender having a Term B Loan Commitment
shall consist of Floating Rate Loans or, at the Company's option and subject to
the terms hereof, Eurodollar Loans.

          (iii)  Once repaid, Term B Loans may not be reborrowed.  The Term B
Loans shall mature on the Term B Loan Maturity Date and shall be repaid, without
premium or penalty, by the Company, in amounts equal to the installments set
forth below, on each of the Term Loan Payment Dates specified below for each
such installment; provided however, that if the Term B Loan Maturity Date shall
be November 15, 2003 then the entire remaining principal amount of Term B Loans
shall be repaid on November 15, 2003.

        Term B Loan Payment Date            Amount of Term B Loan Installment
        ------------------------            ---------------------------------

            December 12, 1998                            $500,000
            June 12, 1999                                $500,000
            December 12, 1999                            $500,000
            June 12, 2000                                $500,000
            December 12, 2000                            $500,000
            June 12, 2001                                $500,000
            December 12, 2001                            $500,000
            June 12, 2002                                $500,000
            December 12, 2002                         $10,000,000
            June 12, 2003                             $10,000,000
            December 12, 2003                         $38,000,000
            June 12, 2004                             $38,000,000

     Section 2.3  INTEREST.  (a)  The Company agrees to pay interest in respect
of the unpaid principal amount of each Floating Rate Loan from the date of the
making or conversion of such Loan until such Loan shall be paid in full at a
rate per annum equal to the Floating Rate, such interest to be computed on the
basis of a 365- or 366-day year, as appropriate.

          (b)  The Company agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of the making,
continuation or conversion of such Loan until such Loan shall be paid in full at
a rate per annum which shall be equal to the Eurodollar Rate, such interest to
be computed on the basis of a 360-day year.

          (c)  In the event that, and for so long as, any Default shall have
occurred and be continuing, the outstanding principal amount of all Loans and,
to the extent permitted by law, overdue interest in respect of all Loans, shall
bear interest at a rate per annum (the "Default Rate") equal to the sum of
2.000% plus the interest rate otherwise applicable hereunder to such principal
amount in effect from time to time.

          (d)  Interest on each Loan shall accrue from and including the date of
the borrowing thereof to but excluding the date of any repayment thereof
(provided that any Loan borrowed and repaid on the same day shall accrue one
day's interest) and shall be payable (i) in respect of each Floating Rate


                                       29


Loan, quarterly in arrears on the last day of each March, June, September and
December of each year, commencing on the last day of the first calendar quarter
ending after the Original Closing Date, (ii) in respect of each Eurodollar Loan,
on the last day of each Interest Period applicable to such Loan and, in the case
of an Interest Period of six months, on the date occurring three months from the
first day of such Interest Period and on the last day of such Interest Period,
and (iii) in the case of all Loans, on any prepayment or conversion (on the
amount prepaid or converted), at maturity whether by acceleration or otherwise)
and, after such maturity, on demand.

     Section 2.4  APPLICABLE MARGIN.  The Applicable Margin shall be determined
based upon the chart below and shall be subject to adjustment (upwards or
downwards, as appropriate) based on the Leverage Ratio at the end of each of the
first three fiscal quarters of each fiscal year of the Company and at the end of
each fiscal year of the Company.  The Leverage Ratio shall be determined (i) in
the case of determinations made with respect to the first three fiscal quarters
of the Company's fiscal year, by reference to the monthly financial statements
for the month ending on the last day of such fiscal quarter and the Compliance
Certificate for such fiscal quarter delivered pursuant to Sections 6.1(b) and
6.1(d) and (ii) in the case of determinations made with respect to the last
fiscal quarter of the Company's fiscal year, by reference to the financial
statements and Compliance Certificate delivered by the Company pursuant to
Sections 6.1(a) and 6.1(d), provided that for the purposes of clauses (i) and
(ii) above, for all periods prior to the purchase of all the outstanding common
stock of Noble, all calculations shall be made on a combined PRO FORMA basis
(excluding the radio stations of Noble located in Denver other than, to the
extent applicable, such of those stations which were at the applicable time
subject to a Local Marketing Agreement) as if such common stock had been
purchased on or prior to the first day of such period, all as certified to by an
Authorized Officer of the Company, and attaching to such certificate combined
PRO FORMA financial statements in support of such calculations.  The adjustment,
if any, to the Applicable Margin shall be effective commencing on the fifth
Business Day after the delivery of such monthly financial statements (for the
last month of each fiscal quarter of the Company) or annual financial statements
and Compliance Certificate and shall be effective only for the period subsequent
to such date.  In the event that the Company shall at any time fail to furnish
to the Lenders the financial statements and Compliance Certificate required to
be delivered pursuant to Section 6.1(a), (b) or  (d), the maximum Applicable
Margin shall apply until such time as such financial statements and Compliance
Certificate are so delivered to the Administrative Agent.


                                       30


                                                   Applicable Margin
                                     -------------------------------------------
                                       Revolving Loans/
                                         Term A Loans           Term B Loans
                                     --------------------   --------------------
                                     Floating  Eurodollar   Floating  Eurodollar
Leverage Ratio                         Rate       Rate        Rate       Rate
- --------------                       --------  ----------   --------  ----------

Greater than or equal to 6.5:1.0       1.000%      2.250%     1.500%     2.750%

Less than 6.5:1.0 but greater          0.750%      2.000%     1.250%     2.500%
than or equal to 6.0:1.0     

Less than 6.0:1.0 but greater          0.500%      1.750%     1.250%     2.500%
than or equal to 5.5:1.0     

Less than 5.5:1.0 but greater          0.250%      1.500%     1.000%     2.250%
than or equal to 5.0:1.0     

Less than 5.0:1.0 but greater          0.000%      1.250%     0.750%     2.000%
than or equal to 4.5:1.0     

Less than 4.5:1.0 but greater          0.000%      1.000%     0.750%     2.000%
than or equal to 4.0:1.0     

Less than 4.0:1.0 but greater          0.000%      0.750%     0.750%     2.000%
than or equal to 3.5:1.0     

Less than 3.5:1.0                      0.000%      0.500%     0.750%     2.000%

     Section 2.5  BORROWING NOTICE.  Whenever the Company desires to borrow
Revolving Loans, it shall give the Administrative Agent at or prior to 10:00
A.M., New York time, at least one Business Day's prior facsimile or telephonic
notice (promptly confirmed in writing) of each Floating Rate Loan, and at least
three Business Days' prior facsimile or telephonic notice (promptly confirmed in
writing) of each Eurodollar Loan to be made hereunder.  Each such notice (a
"Borrowing Notice") shall be irrevocable and shall specify (i) the aggregate
principal amount of the requested Loans, (ii) the date of borrowing (which shall
be a Business Day), and (iii) whether such Loans shall consist of Floating Rate
Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period
to be applicable thereto.  Promptly after its receipt of a Borrowing Notice, the
Administrative Agent shall provide each Lender with a copy thereof and inform
each Lender as to its Pro Rata Share of the Advance requested thereunder.

     Section 2.6  DISBURSEMENT OF FUNDS.  (a)  No later than noon, New York
time, on the date specified in each Borrowing Notice, each Lender will make
available its Pro Rata Share of the Advance requested to be made on such date,
in U.S. dollars and immediately available funds, to the Administrative Agent.
After the Administrative Agent's receipt of the proceeds of such Loans, the
Administrative Agent will make available to the Company the aggregate of the
amounts so made available in the type of funds actually received.

          (b)  Unless the Agent shall have been notified by any Lender prior to
the date of a borrowing that such Lender does not intend to make available to
the Administrative Agent its portion of the Loans to be made on such date, the
Administrative Agent may assume that such Lender has made


                                       31


such amount available to the Administrative Agent on such date and the
Administrative Agent in its sole discretion may, in reliance upon such
assumption, make available to the Company a corresponding amount.  If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender and the Administrative Agent has made such amount available to
the Company, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender.  If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Company and the
Company shall immediately repay such corresponding amount to the Administrative
Agent.  The Administrative Agent shall also be entitled to recover from such
Lender or the Company, as the case may be, interest on such corresponding amount
in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Company to the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to, with respect to the Company, the then applicable rate of
interest, calculated in accordance with Section 2.3, for the respective Loans
and with respect to the Lenders, the Federal Funds Rate.  Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill its commitments
hereunder or to prejudice any rights which the Company may have against any
Lender as a result of any default by such Lender hereunder.  Notwithstanding
anything contained herein or in any other Loan Document to the contrary, the
Administrative Agent may apply all funds received from the Company and proceeds
of Collateral available for the payment of any Obligations first to repay any
amount owing by any Lender to the Administrative Agent as a result of such
Lender's failure to fund its Loans hereunder.

     Section 2.7  INTEREST PERIODS, ETC.  (a) The Company shall, in each
Borrowing Notice or Conversion/Continuation Notice in respect of the making of,
conversion into or continuation of a Eurodollar Loan, select the interest period
(each an "Interest Period") applicable to such Eurodollar Loan, which Interest
Period shall, at the option of the Company, be either a one-month, two-month,
three-month or six-month period, provided that:

               (i)  the initial Interest Period for any Eurodollar Loan shall
     commence on the date of the making of such Loan (including the date of any
     conversion from a Floating Rate Loan) and each Interest Period occurring
     thereafter in respect of such Loan shall commence on the date on which the
     next preceding Interest Period expires;

               (ii)  if any Interest Period would otherwise expire on a day
     which is not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day, provided, however, that if any Interest Period
     would otherwise expire on a day which is not a Business Day but is a day of
     the month after which no further Business Day occurs in such month, such
     Interest Period shall expire on the next preceding Business Day;

               (iii)  if any Interest Period begins on a day for which there is
     no numerically corresponding day in the calendar month at the end of such
     Interest Period, such Interest Period shall end on the last Business Day of
     such calendar month;

               (iv)  no Interest Period in respect of any Revolving Loan, Term A
     Loan or Term B Loan shall extend beyond the Revolving Loan Termination
     Date, Term A Loan Maturity Date or the Term B Loan Maturity Date, as the
     case may be; and

               (v)  no Interest Period applicable to any Revolving Loan, any
     Term A Loan or any Term B Loan shall extend beyond any Revolving Loan
     Commitment Reduction Date, any


                                       32


     date upon which a repayment of the Term A Loans is required to be made
     pursuant to Section 2.2(a) or any date upon which a repayment of the Term B
     Loans is required to be made pursuant to Section 2.2(b), respectively,
     unless the aggregate principal amount of Revolving Loans, Term A Loans or
     Term B Loans, respectively, represented by Floating Rate Loans or by
     Eurodollar Loans having Interest Periods which will not expire on or before
     such date equals or is less than the amount of the Revolving Loan
     Commitment, the Term A Loans or the Term B Loans, respectively, in effect
     or outstanding, as the case may be, immediately after the Revolving Loan
     Commitment Reduction Date, any such date upon which a repayment of the Term
     A Loans is required to be made pursuant to Section 2.2(a) or any such date
     upon which a repayment of the Term B Loans is required to be made pursuant
     to Section 2.2(b), respectively.

          (b)  If upon the expiration of any Interest Period, the Company has
failed to repay the Eurodollar Loans expiring on such day or has failed to elect
a new Interest Period to be applicable to the respective Eurodollar Loan as
provided above, the Company shall be deemed to have elected to convert such
Eurodollar Loans into Floating Rate Loans effective as of the expiration date of
such current Interest Period.

          (c)  Notwithstanding anything contained herein to the contrary, the
Company may not borrow any Eurodollar Loan if, at the time of such borrowing, a
Default or Unmatured Default shall have occurred and be continuing on such date
either before or after giving effect to such borrowing.

     Section 2.8  MANDATORY PRINCIPAL PAYMENTS.  (a)  If on any day the
aggregate principal amount of the Revolving Loans plus the aggregate L/C
Obligations then outstanding exceeds the Aggregate Revolving Loan Commitment
minus the aggregate amount of any Revolver Reserve and any Non-broadcast
Revolver Reserve in effect at such time, the Company shall immediately repay the
Revolving Loans in an amount equal to such excess.  In addition, to the extent
and if for any reason after giving effect to such repayment of Revolving Loans
the Aggregate Revolving Loan Commitment minus the aggregate amount of Revolving
Loans outstanding minus any Revolver Reserve and any Non-broadcast Revolver
Reserve in effect at the time is less than the amount of the L/C Obligations
outstanding at such time, the Company shall Cash Collateralize Letters of Credit
in an amount equal to the amount of such shortfall.

          (b)  (i)  Promptly, but in any event within two Business Days after
the sale, transfer or other disposition by the Parent, the Company or any of its
Subsidiaries after the Original Closing Date (including, without limitation, any
disposition accomplished by way of a merger, consolidation or a series of
transactions) of any property, asset or business (including, without limitation,
any Radio Station) to any Person other than the Company or any of its
Subsidiaries (excluding any sale, transfer or other disposition of (A) inventory
in the ordinary course of business, (B) used, worn-out or obsolete equipment no
longer useful to the business in the ordinary course of business to the extent
that an amount equal to the net cash proceeds realized therefrom is used to
purchase replacement or substitute equipment within 180 days and (C) any Non-
broadcast Asset), and including any sale or other transfer or issuance of any
Equity Interests of any Subsidiary of the Company, whether by the Company or a
Subsidiary thereof, the Company shall make a mandatory payment in respect of the
Obligations in an amount equal to 100% of the net cash proceeds (after taxes,
reasonable fees and commissions and reasonable and customary expenses incurred
directly in connection therewith) realized from such sales, transfers, issuances
or other dispositions occurring after the Original Closing Date, all as
certified to by an Authorized Officer of the Company (collectively, "Net Cash
Proceeds") in accordance with the terms of this Section 2.8(b)(i); PROVIDED
that, if any Cash Equivalents are received as proceeds from any such sale,
transfer, issuance or


                                       33


other disposition, the Parent, the Company or such Subsidiary, as the case may
be, shall cause all such Cash Equivalents to be converted into or reduced to
cash within two Business Days after the date of any such sale, transfer,
issuance or other disposition and all such cash proceeds of such Cash
Equivalents shall be deemed to be "Net Cash Proceeds" for all purposes of this
Section 2.8(b)(i).  The Company shall apply such Net Cash Proceeds within such
two Business Days as set forth above to repay the principal amount of the
Revolving Loans outstanding at such time to the extent such Net Cash Proceeds
are not reinvested in a Permitted Acquisition (other than notes, bonds,
obligations and securities that do not represent a controlling interest in the
Capital Stock of an entity acquired pursuant to a Permitted Acquisition) and a
corresponding reserve against the Aggregate Revolving Loan Commitment in an
amount equal to the Net Cash Proceeds applied to the Revolving Loans (the
"Revolver Reserve") shall be created; provided that if no Revolving Loans are
outstanding on such date or if the amount of the Net Cash Proceeds so received
exceeds the amount of Revolving Loans outstanding on such date, then the Company
may, so long as no Default shall have occurred and be continuing, retain such
proceeds in an amount equal to the excess of the Net Cash Proceeds over the
Revolving Loans then outstanding until such proceeds are reinvested in
accordance with the terms of this Section 2.8(b)(i); PROVIDED that if a Default
shall have occurred and be continuing on or after the date such excess proceeds
would have been required to have been applied to repay the Revolving Loans, the
Company shall apply such excess proceeds to repay the Obligations in accordance
with Section 2.8(h).  During the Proceeds Application Period, the Company may
provide one or more Borrowing Notices of Revolving Loans to the Administrative
Agent in accordance with Section 2.5 which shall specify that the proceeds of
such Revolving Loans will be invested in a Permitted Acquisition (as all or a
portion of the purchase price thereof), and subject to and upon the terms and
conditions set forth in this Agreement (including, without limitation,
Section 4.1) the Lenders shall make such Revolving Loans in accordance with
Section 2.1 in an aggregate amount necessary to finance such Permitted
Acquisition in an amount not greater than the Revolver Reserve then in effect
and the Revolver Reserve shall be reduced during the Proceeds Application Period
each time a Revolving Loan is made in accordance with this Section 2.8(b)(i) by
the amount of such Revolving Loan; PROVIDED that, should the Proceeds
Application Period have expired before such a Revolving Loan is made with
respect to the applicable portion of the Revolver Reserve as set forth above in
this Section 2.8(b)(i), then an amount equal to such applicable portion of the
Revolver Reserve (as adjusted as described above) shall be applied to prepay the
Obligations in accordance with the provisions of Section 2.8(h) and
Section 2.8(b)(iii).  If any Net Cash Proceeds are retained by the Company as
provided above, then (a) if such Net Cash Proceeds are in excess of $1,000,000,
the Company shall deposit such Net Cash Proceeds in a cash collateral account as
provided in the Cash Collateral Account Agreement pending application of such
Net Cash Proceeds to a Permitted Acquisition, and (b) to the extent such Net
Cash Proceeds are not applied within the Proceeds Application Period to a
Permitted Acquisition, the Company shall apply such Net Cash Proceeds to repay
the Obligations in accordance with the provisions of Section 2.8(h) and if such
Net Cash Proceeds are at such time held in such cash collateral account, the
Administrative Agent is directed to so apply such Net Cash Proceeds.  Upon
expiration of the Proceeds Application Period with respect to any Net Cash
Proceeds, any portion of such Net Cash Proceeds that have not been applied
within such Proceeds Application Period to a Permitted Acquisition shall be
applied as a mandatory prepayment of the Obligations in accordance with
Section 2.8(h) and Section 2.8(b)(iii).

          (ii)  Promptly, but in any event within two Business Days after the
sale, transfer or other disposition by the Parent, the Company or any of its
Subsidiaries after the Original Closing Date (including, without limitation, any
disposition accomplished by way of a merger, consolidation or a series of
transactions) of any Non-broadcast Asset to any Person other than the Company or
any of its Subsidiaries, the Company shall make a mandatory payment in respect
of the Obligations in an amount


                                       34


equal to 100% of the net cash proceeds (after taxes, reasonable fees and
reasonable and customary expenses incurred directly in connection therewith)
realized from such sales, transfers or other dispositions occurring after the
Original Closing Date, all as certified to by an Authorized Officer of the
Company (collectively, "Net Non-broadcast Proceeds") in accordance with the
terms of this Section 2.8(b)(ii); provided that, if any Cash Equivalents are
received as proceeds from any such sale, transfer or other disposition, the
Parent, the Company or such Subsidiary, as the case may be, shall cause all such
Cash Equivalents to be converted into or reduced to cash within two  Business
Days after the date of any such sale, transfer or other disposition and all such
cash proceeds of such Cash Equivalents shall be deemed to be "Net Non-broadcast
Proceeds" for all purposes of this Section 2.8(b)(ii).  The Company shall apply
such Net Non-broadcast Proceeds within such two Business Days as set forth above
to repay the principal amount of the Revolving Loans outstanding at such time to
the extent such Net Non-broadcast Proceeds are not reinvested in a Permitted
Non-broadcast Proceeds Application and a corresponding reserve against the
Aggregate Revolving Loan Commitment in an amount equal to the Net Non-broadcast
Proceeds applied to the Revolving Loans (the "Non-broadcast Revolver Reserve")
shall be created; provided that if no Revolving Loans are outstanding on such
date or if the amount of the Net Non-broadcast Proceeds so received exceeds the
amount of Revolving Loans outstanding on such date, then the Company may, so
long as no Default shall have occurred and be continuing, retain such proceeds
in an amount equal to the excess of the Net Non-broadcast Proceeds over the
Revolving Loans then outstanding until such proceeds are reinvested in
accordance with the terms of this Section 2.8(b)(ii); provided that if a Default
shall have occurred and be continuing on or after the date such excess proceeds
would have been required to have been applied to repay the Revolving Loans, the
Company shall apply such excess proceeds to repay the Obligations in accordance
with Section 2.8(h).  During the Non-broadcast Proceeds Application Period, the
Company may provide one or more Borrowing Notices of Revolving Loans to the
Administrative Agent in accordance with Section 2.5 which shall specify that the
proceeds of such Revolving Loans will be invested in a Permitted Non-broadcast
Proceeds Application (as all or a portion of the purchase price thereof), and
subject to and upon the terms and conditions set forth in this Agreement
(including, without limitation, Section 4.2) the Lenders shall make such
Revolving Loans in accordance with Section 2.1 in an aggregate amount necessary
to finance such Permitted Non-broadcast Proceeds Application in an amount not
greater than the Non-broadcast Revolver Reserve then in effect and the Non-
broadcast Revolver Reserve shall be reduced during the Non-broadcast Proceeds
Application Period each time a Revolving Loan is made in accordance with this
Section 2.8(b)(ii) by the amount of such Revolving Loan; provided that, should
the Non-broadcast Proceeds Application Period have expired before such a
Revolving Loan is made with respect to the applicable portion of the Non-
broadcast Revolver Reserve as set forth above in this Section 2.8(b)(ii), then
an amount equal to such applicable portion of the Non-broadcast Revolver Reserve
(as adjusted as described above) shall be applied to prepay the Loans in
accordance with the provisions of Section 2.8(h) and Section 2.8(b)(iii).  If
any Net Non-broadcast Proceeds are retained by the Company as provided above,
then (a) if such Net Non-broadcast Proceeds are in excess of $1,000,000, the
Company shall deposit such Net Non-broadcast Proceeds in a cash collateral
account as provided in the Cash Collateral Account Agreement pending application
of such Net Non-broadcast Proceeds to a Permitted Non-broadcast Proceeds
Application, and (b) to the extent such Net Non-broadcast Proceeds are not
applied within the Non-broadcast Proceeds Application Period to a Permitted Non-
broadcast Proceeds Application, the Company shall apply such excess Net Non-
broadcast Proceeds to prepay the Obligations in accordance with the provisions
of Section 2.8(h) and if such Net Non-broadcast Proceeds are at such time held
in such cash collateral account, the Administrative Agent is directed to so
apply such Net Non-broadcast Proceeds.  Upon expiration of the Non-broadcast
Proceeds Application Period with respect to any Net Non-broadcast Proceeds, any
portion of such Net Non-broadcast Proceeds that have not been applied within
such Non-broadcast Proceeds Application Period to a Permitted Non-broadcast 
Proceeds 


                                       35


Application shall be applied as a mandatory prepayment of the Obligations in 
accordance with Section 2.8(h) and Section 2.8(b)(iii).

          (iii)  If the Revolver Reserve or the Non-broadcast Revolver Reserve
is to be applied as provided in this Section 2.8(b) as a mandatory prepayment in
accordance with Section 2.8(h), the Company shall be deemed to have requested
Revolving Loans in an amount equal to the Revolver Reserve or the Non-broadcast
Revolver Reserve, as the case may be, and such Loans shall be made regardless of
any failure of the Company to meet the conditions precedent set forth in
Section 4.2.

          (c)  [omitted]

          (d)  Within seven Business Days of the receipt by the Company or any
of its Subsidiaries of any Debt Cash Proceeds, the Company shall make a
mandatory prepayment with respect to the Obligations in an amount equal to
(i) 50% of the amount by which the sum of such Debt Cash Proceeds and all other
Debt Cash Proceeds received after June 12, 1996, exceeds $100,000,000 in the
aggregate minus (ii) the aggregate amount of Loans prepaid under this Section
2.8(d) since June 12, 1996; PROVIDED that if a Default shall have occurred and
be continuing on the date any Debt Cash Proceeds are received or on the date any
Indebtedness with respect thereto is issued or would result from the issuance of
any such Indebtedness, then the Company shall make a mandatory prepayment with
respect to the Obligations in an amount equal to 100% of such Debt Cash Proceeds
(irrespective of the $100,000,000 limitation).  Any prepayment of the
Obligations pursuant to this subsection (d) shall be applied as set forth in
subsection (h) below.

          (e)  Within 90 days of the end of any fiscal year of the Company,
commencing with the fiscal year ending December 31, 1997, the Company shall make
a mandatory prepayment with respect to the Obligations in an amount equal to 50%
of the Excess Cash Flow of the Company for such fiscal year, provided, however,
with respect to Excess Cash Flow, no such mandatory prepayment shall be required
if, for the two consecutive quarters ending on the last day of such fiscal year
(i) the Leverage Ratio shall have been less than 5.5 to 1.00 and (ii) the Senior
Leverage Ratio shall have been less than 4.0 to 1.00. Any prepayment of the
Obligations pursuant to this subsection (e) shall be applied as set forth in
subsection (h) below.

          (f)  For the purposes of determining Net Cash Proceeds, Net Non-
broadcast Proceeds and Debt Cash Proceeds, the Parent, the Company or any of its
Subsidiaries shall be deemed to have received in cash the aggregate amount of
all payments received by the Parent, the Company or any of its Subsidiaries on
any contract, promissory note or other instrument taken or effected in
connection with any sale, transfer or other disposition of any property asset or
business or equity securities, as the case may be, at the time such cash payment
is received.

          (g)  The Company shall make a mandatory payment with respect to the
Obligations in an amount equal to any proceeds received by the Parent, the
Company or any of its Subsidiaries from casualty, damage, boiler, machinery and
business interruption insurance or from any condemnation claim or award if and
to the extent that such proceeds, claims or awards are not promptly applied to
the restoration, repair or replacement of the properties so affected, and in any
event to the extent that such proceeds, claims or awards have not been so
applied in full within 180 days of receipt thereof.  Within two Business Days of
receipt of any tax refund by the Parent, the Company or any of its Subsidiaries,
the Company shall make a mandatory payment with respect to the Obligations in an
amount equal to any


                                       36


proceeds from such tax refund.  Any prepayment of the Obligations pursuant to
this subsection (g) shall be applied as set forth in subsection (h) below.

          (h)  Mandatory payments made pursuant to subsections (b) (except as
otherwise provided therein), (d), (e) and (g) of this Section 2.8 shall be
applied FIRST to prepay the Term A Loans and the Term B Loans pro rata based on
the aggregate outstanding principal amount of Term A Loans and Term B Loans on
the date such prepayment is made until such Term A Loans and Term B Loans shall
have been repaid in full, together with accrued and unpaid interest thereon,
SECOND, to prepay the Revolving Loans until such Revolving Loans shall have been
repaid in full, together with accrued and unpaid interest thereon, THIRD, to
Cash Collateralize the then outstanding Letters of Credit, FOURTH to all other
outstanding Obligations.  Simultaneously with any prepayment of the principal
amount of the Revolving Loans pursuant to the preceding sentence, each Lender's
Revolving Loan Commitment shall be permanently reduced by such Lender's Pro Rata
Share of such prepayment.  All prepayments of the Term A Loans and Term B Loans
shall be applied pro rata to the scheduled installments of principal thereof.
With respect to any such mandatory reduction of the Revolving Loan Commitment,
the Revolving Loan Commitment Reduction Amount for each Revolving Loan
Commitment Reduction Date occurring after the date of such mandatory payment
shall be reduced in an amount equal to the product of the amount of such
mandatory reduction TIMES the ratio (expressed as a percentage) that such
Revolving Loan Commitment Reduction Amount bears to the sum of all of the
Revolving Loan Commitment Reduction Amounts remaining prior to the Revolving
Loan Termination Date.

          (i)  Mandatory payments made pursuant to this Section 2.8 of the Term
A Loans, the Term B Loans or the Revolving Loans shall be accomplished by the
payment first of such Loans or portion thereof constituting Floating Rate Loans
and second by the payment of such Loans or portion thereof constituting
Eurodollar Loans.

     Section 2.9  OPTIONAL PRINCIPAL PAYMENTS AND REDUCTIONS OF COMMITMENTS.
(a)  The Company may from time to time pay all outstanding Floating Rate
Advances, or, in a minimum aggregate amount of $1,000,000, or any integral
multiple of $500,000 in excess thereof, any portion of the outstanding Floating
Rate Advances, upon one Business Day's prior notice to the Administrative Agent
as described below, without penalty or premium.  The Company may from time to
time pay all outstanding Eurodollar Advances, or, in a minimum aggregate amount
of $1,000,000, or any integral multiple of $500,000 in excess thereof, any
portion of the outstanding Eurodollar Advances, upon three (3) Business Days'
prior written notice to the Administrative Agent as described below, provided,
however, (i) such optional prepayment shall only be made on the last day of the
Interest Period relevant to such Eurodollar Advances, and (ii) after giving
effect to such optional prepayment, each outstanding Eurodollar Advance shall be
in a minimum amount of $1,500,000.  Any such notice given by the Company to the
Administrative Agent shall be written notice (or telephonic notice promptly
confirmed in writing), which notice shall be irrevocable, and shall specify the
amount of such prepayment and whether such Loans being prepaid are Revolving
Loans or Term A Loans and Term B Loans and whether such Advances being prepaid
are Floating Rate Advances or Eurodollar Advances.  All such prepayments of the
Term A Loans and the Term B Loans shall be applied pro rata to the scheduled
repayments thereof.  All prepayments made pursuant to this Section 2.9(a) which
are not designated by the Company in the notice required to be delivered
pursuant to this Section 2.9(a) to be applied to the Term A Loans or the Term B
Loans shall be applied to the Revolving Loans.  All prepayments made pursuant to
this Section 2.9(a) which are not applied to repay the Revolving Loans in
accordance with the terms of this Section 2.9(a) shall be applied to prepay the
Term A Loans and the Term B Loans pro rata based on the aggregate outstanding
principal amount of Term A Loans and Term B Loans on the date such prepayment is
made.


                                       37


          (b)  Upon at least one Business Day's prior irrevocable written notice
to the Administrative Agent (which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the Company shall have the right,
without premium or penalty, to permanently reduce each Lender's Pro Rata Share
of the Aggregate Revolving Loan Commitment, provided that any such partial
reduction shall be in a minimum aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and each such reduction shall be
applied pro rata to reduce the Revolving Loan Commitment Reduction Amount for
each Revolving Loan Commitment Reduction Date.

     Section 2.10  METHOD AND PLACE OF PAYMENT.  (a)  Except as otherwise
specifically provided herein or therein, all payments and prepayments under this
Agreement and the other Loan Documents shall be made to the Administrative Agent
for the account of the Lenders entitled thereto not later than 12:00 noon, New
York time, on the date when due and shall be made in lawful money of the United
States of America in immediately available funds at the Administrative Agent's
office specified pursuant to Article 13, and any funds received by the
Administrative Agent after such time shall, for all purposes hereof (including
the following sentence), be deemed to have been paid on the next succeeding
Business Day.  Except as otherwise specifically provided herein, the
Administrative Agent shall thereafter cause to be distributed on the date of
receipt thereof to each Lender in like funds its Pro Rata Share of payments so
received.

          (b)  Whenever any payment to be made hereunder or under any other Loan
Document shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the applicable
rate during such extension.

          (c)  All payments made by the Company hereunder and under the other
Loan Documents shall be made irrespective of, and without any reduction for, any
setoff or counterclaims.

     Section 2.11  FEES.  (a)  The Company agrees to pay to the Administrative
Agent for the account of the Persons entitled thereto, fees in the amounts and
at the times set forth in the Fee Letters.

          (b)  The Company agrees to pay to the Administrative Agent for the
pro-rata account of the Lenders in accordance with their respective Pro Rata
Shares of the Revolving Loan Commitments a commitment fee, computed at the
Commitment Fee Rate on the average daily unused portion of the Aggregate
Revolving Loan Commitment accruing from the Original Effective Date until the
Aggregate Revolving Loan Commitment has been terminated, payable quarterly in
arrears and on the Revolving Loan Termination Date, or such earlier date, if
any, on which the Aggregate Revolving Loan Commitment shall terminate in
accordance with the terms hereof and calculated on the basis of a 365- or 366-
day year, as appropriate, for the number of actual days elapsed.

     Section 2.12  EVIDENCE OF DEBT.  (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Company 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.

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


                                       38


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.

          (c)  The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section 2.12 shall be 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 Company
to repay the Loans in accordance with the terms of this Agreement.

          (d)  Any Lender may request through the Administrative Agent that
Loans made by it be evidenced by a promissory note.  In such event, the Company
shall 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 12.3) 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 2.13  MINIMUM ADVANCES.  Each Floating Rate Advance shall be in a
minimum amount of $1,000,000 or in an integral multiple of $500,000 in excess
thereof, provided, that any Floating Rate Advance may be in the amount of the
unused Aggregate Revolving Loan Commitment.  Each Eurodollar Rate Advance and
all conversions to and continuations of Eurodollar Loans shall be in a minimum
amount of $2,000,000 or in an integral multiple of $1,000,000 in excess thereof,
provided that at no time may there be more than 15 Eurodollar Rate Advances
outstanding at any time.

     Section 2.14  EURODOLLAR RATE CONVERSION AND CONTINUATION.  (a)  Subject to
the other provisions hereof, the Company shall have the option (i) to convert at
any time all or any part of outstanding Floating Rate Loans which comprise part
of the same Advance to Eurodollar Loans, (ii) to convert all or any part of
outstanding Eurodollar Loans which comprise part of the same Advance to Floating
Rate Loans, on the expiration date of the Interest Period applicable thereto, or
(iii) to continue all or any part of outstanding Eurodollar Loans which comprise
part of the same Advance as Eurodollar Loans for an additional Interest Period,
on the expiration of the Interest Period applicable thereto; provided that no
Loan may be continued as, or converted into, a Eurodollar Loan when any Default
or Unmatured Default has occurred and is continuing.

          (b)   In order to elect to convert or continue a Loan under this
Section 2.14, the Company shall deliver an irrevocable notice thereof (a
"Conversion/Continuation Notice") to the Administrative Agent no later than
10:00 A.M., New York time, (i) at least one Business Day in advance of the
proposed conversion date in the case of a conversion to a Floating Rate Loan and
(ii) at least three (3) Business Days in advance of the proposed conversion or
continuation date in the case of a conversion to, or a continuation of, a
Eurodollar Loan.  A Conversion/Continuation Notice shall specify (w) the
requested conversion or continuation date (which shall be a Business Day), (x)
the amount and the type of Loan to be converted or continued, (y) whether a
conversion or continuation is requested, and (z) in the case of a conversion to,
or a continuation of, a Eurodollar Loan, the requested Interest Period.
Promptly after receipt of a Conversion/Continuation Notice under this
Section 2.14(b), the Administrative Agent shall provide each Lender with a copy
thereof.


                                       39


     Section 2.15  LENDING OFFICES.  Each Lender may book all or any portion of
any Loan at any Lending Office selected by such Lender and may change its
Lending Office from time to time.  All terms of this Agreement shall apply to
any such Lending Office and the Notes shall be deemed held by each Lender for
the benefit of such Lending Office.  Each Lender may, by written or telex notice
to the Administrative Agent and the Company, designate a Lending Office through
which and for whose account payments in respect of the Obligations are to be
made.

     Section 2.16  NON-RECEIPT OF FUNDS BY THE AGENT.  Unless the Company
notifies the Administrative Agent prior to the date on which it is scheduled to
make payment to the Administrative Agent of a payment of principal, interest or
fees to the Administrative Agent for the account of the Lenders that it does not
intend to make such payment, the Administrative Agent may assume that such
payment has been made.  The Administrative Agent may, but shall not be obligated
to, make the amount of such payment available to the intended recipient in
reliance upon such assumption.  If the Company has not in fact made such payment
to the Administrative Agent, the recipient of such payment shall, on demand by
the Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Rate.

     Section 2.17   COLLATERAL SECURITY.  (a)  As security for the payment of
the Obligations, the Company shall cause to be granted to the Administrative
Agent, for the ratable benefit of the Lenders, a Lien on and security interest
in all of the following, whether now or hereafter existing or acquired: (i) all
of the shares of capital stock of its Subsidiaries now or hereafter directly
owned by the Company and all proceeds thereof, all as more specifically
described in the Company Pledge Agreement; (ii) certain of the assets of the
Company and all proceeds thereof, all as more specifically described in the
Company Security Agreement, the Company Trademark Agreement, the Company
Mortgages, the Mexican Assignment Agreement and each Collateral Assignment to
which the Company is a party; (iii) certain of the assets of its Subsidiaries
now or hereafter directly or indirectly owned by such Subsidiaries and all
proceeds thereof, all as more specifically described in the Subsidiary Security
Agreement, the Subsidiary Trademark Agreement, the Subsidiary Pledge Agreements,
the Subsidiary Mortgages and each Collateral Assignment to which each Subsidiary
of the Company is a party; and (iv) certain assets of the Parent, including,
without limitation, the shares of capital stock of the Company and all the
proceeds thereof, all as more specifically described in the Parent Pledge
Agreement.

          (b)  Concurrently with the consummation of any Permitted Acquisition
or the formation of any new Subsidiary of the Company which is permitted
hereunder, the Company shall

               (i)  in the case of a Permitted Acquisition of stock by the
     Company or any of its Subsidiaries or the formation of a new Subsidiary of
     the Company:  (A)  deliver or cause to be delivered to the Administrative
     Agent all of the certificates representing the capital stock (or other
     instruments or securities evidencing ownership) of such new Subsidiary
     which is being acquired or formed, beneficially owned by the Company or
     such Subsidiary, as additional collateral for the Obligations, to be held
     by the Administrative Agent in accordance with the terms of the Company
     Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and
     (B) cause such new Subsidiary which is being acquired or formed to deliver
     to the Administrative Agent (1) duly executed counterpart signature pages
     to each of the Subsidiary Guaranty, the Subsidiary Security Agreement and
     the Intercompany Security Agreement, in the forms attached respectively
     thereto as Annex I, together with the authorization to the


                                       40


     Administrative Agent and the Lenders to attach such signature pages to the
     Subsidiary Guaranty, the Subsidiary Security Agreement and the Intercompany
     Security Agreement, respectively, the effect of which shall be that as of
     the date set forth on such signature pages such new Subsidiary shall become
     a party to each such agreement and be bound by the terms thereof, (2) if
     such Subsidiary owns any capital stock of any other Subsidiary of the
     Company, a Subsidiary Pledge Agreement, (3)  if such Subsidiary owns any
     U.S. registered trademarks, a Subsidiary Trademark Agreement, (4)
     Intercompany Demand Note, duly endorsed, pledged and delivered to the
     Administrative Agent under the Company Pledge Agreement, (5) such Uniform
     Commercial Code financing statements as shall be required to perfect the
     security interest of the Administrative Agent and the Lenders in the
     Collateral being pledged by such new Subsidiary pursuant to the Subsidiary
     Security Agreement and (6) unless otherwise agreed to in writing by the
     Required Lenders, a Subsidiary Mortgage, together with such title insurance
     policies, surveys and appraisals as the Administrative Agent may have
     reasonably requested;

               (ii) in the case of a Permitted Acquisition of assets or the
     acquisition of any fee interest in real property (other than any such
     property deemed immaterial by the Administrative Agent) by the Company or
     any of its Subsidiaries, deliver or cause to be delivered by the Company or
     such Subsidiary acquiring such assets, (A) such Uniform Commercial Code
     financing statements as shall be required to perfect the security interest
     of the Administrative Agent and the Lenders in the assets being so acquired
     and (B) unless otherwise agreed to in writing by the Required Lenders, a
     Company Mortgage or Subsidiary Mortgage, as the case may be, together with
     such title insurance policies, surveys and appraisals as the Administrative
     Agent may have reasonably requested; and

                (iii) in any case, provide such other documentation, including,
     without limitation, one or more opinions of counsel reasonably satisfactory
     to the Administrative Agent, articles of incorporation, by-laws and
     resolutions, which in the reasonable opinion of the Administrative Agent is
     necessary or advisable in connection with such Permitted Acquisition or
     formation of such new Subsidiary.

Notwithstanding the foregoing, nothing contained in this Section 2.17 shall
require (A) the Company or any Subsidiary to pledge more than 65% of the capital
stock of any foreign Subsidiary or (B) any foreign Subsidiary to take any action
otherwise required by this Section 2.17, if in either case the Company shall in
good faith have determined that such pledge or action will have an adverse tax
consequence.

     Section 2.18  FURTHER ASSISTANCE.  In connection with any exercise by the
Administrative Agent or any Lender of its rights and remedies under the
Collateral Documents, it may be necessary to obtain the prior consent or
approval of certain Persons, including but not limited to the FCC and other
public utility regulatory agencies and governmental authorities.  Upon the
exercise by the Administrative Agent or any Lender of any power, right,
privilege or remedy pursuant to any Collateral Document, applicable law or
otherwise which requires any consent, approval, registration, qualification or
authorization of any Person, the Company will, upon request by the
Administrative Agent, execute and deliver, or will cause the execution and
delivery of, all applications, certificates, instruments, and other documents
and papers that the Administrative Agent or such Lender determines may be
required to obtain such consent, approval, registration, qualification or
authorization.  Without limiting the generality of the foregoing, the Company
will use its best efforts to obtain from the appropriate Persons the necessary
consents and approvals, if any: (1) for the transfer of control, if required for
the effectuation of clause (2) below, to the Administrative Agent, the Lenders
or their respective nominees or transferees upon the occurrence of


                                       41


a Default, of any permit, license or authorization in respect of the operation
of any Radio Station; (2) for the effectuation of any sale or sales of Pledged
Stock (as defined in the Parent Pledge Agreement, the Company Pledge Agreement
and/or the Subsidiary Pledge Agreements) upon the occurrence of a Default; and
(3) for the exercise of any other right or remedy of the Administrative Agent or
any Lender under any Collateral Document, applicable law or otherwise.  The
Administrative Agent and the Lenders will cooperate with the Company in
preparing the filing with the FCC and any other Persons of all requisite
applications required to be obtained by the Company under this Section 2.18.

     Section 2.19  USE OF PROCEEDS.  The Company shall use the Letters of Credit
and the proceeds of the Revolving Loans for general corporate purposes,
including the financing of Permitted Acquisitions.  The proceeds of the Term A
Loans and the Term B Loans were used on the Effectiveness Date as contemplated
by Section 6 of the Effectiveness Agreement.

     Section 2.20  ISSUANCE OF LETTERS OF CREDIT, ETC.  (a)  Subject to the
terms and conditions hereof, at any time and from time to time from the Original
Closing Date through the day prior to the Revolving Loan Termination Date, each
Issuing Bank shall issue such Letters of Credit as the Company may request by an
L/C Application; provided that, after giving effect to such Letter of Credit,
(x) the SUM of the aggregate L/C Obligations then outstanding PLUS the then
outstanding aggregate principal amount of the Revolving Loans shall not exceed
the Aggregate Revolving Loan Commitment MINUS any Revolver Reserve and any Non-
broadcast Revolver Reserve in effect at such time, and (y) the aggregate L/C
Obligations then outstanding shall not exceed $30,000,000.  Unless all the
Lenders with a Revolving Loan Commitment and the applicable Issuing Bank
otherwise consent in writing, the term of any Letter of Credit shall not exceed
12 months.  No Letter of Credit shall expire by its terms after the Revolving
Loan Termination Date.

          (b)  The Company shall submit the L/C Application for the Issuance of
any Letter of Credit to the applicable Issuing Bank in accordance with such
Issuing Bank's applicable procedures then in effect.  Upon Issuance of a Letter
of Credit, the applicable Issuing Bank shall promptly notify the Lenders of the
amount and terms thereof.

          (c)  Upon the Issuance of a Letter of Credit, each Lender that has a
Revolving Loan Commitment shall be deemed to have purchased a pro rata
participation, from the applicable Issuing Bank in an amount equal to that
Lender's Pro Rata Share, in such Letter of Credit.  Without limiting the scope
and nature of each Lender's participation in any Letter of Credit, to the extent
that the applicable Issuing Bank has not been reimbursed by the Company for any
payment required to be made by such Issuing Bank under any Letter of Credit,
each Lender shall, pro rata according to its Pro Rata Share, reimburse such
Issuing Bank promptly upon demand for the amount of such payment.  The
obligation of each Lender to so reimburse such Issuing Bank shall be absolute
and unconditional and shall not be affected by the occurrence of a Default, an
Unmatured Default or any other occurrence or event.  Any such reimbursement
shall not relieve or otherwise impair the obligation of the Company to reimburse
the applicable Issuing Bank for the amount of any payment made by such Issuing
Bank under any Letter of Credit together with interest as hereinafter provided.
Each Lender that has reimbursed an Issuing Bank pursuant to this Section 2.20(c)
for its Pro Rata Share of any payment made by such Issuing Bank under a Letter
of Credit shall thereupon acquire a pro rata participation, to the extent of
such reimbursement, in the claim of such Issuing Bank against the Company under
this Section 2.20.


                                       42


          (d)  Upon the making of any payment with respect to any Letter of
Credit by the applicable Issuing Bank, the Company shall be deemed to have
submitted a Borrowing Notice for a Revolving Loan consisting of a Floating Rate
Loan in the amount of such payment, and the Administrative Agent shall without
notice to or the consent of the Company request Revolving Loans to be made by
the Lenders in an aggregate amount equal to the amount paid by such Issuing Bank
on that Letter of Credit, and for this purpose, the conditions precedent set
forth in Article IV shall not apply.  The proceeds of such Revolving Loans shall
be paid to the applicable Issuing Bank (and, on a pro rata basis, to Lenders
that have previously reimbursed such Issuing Bank in respect of such payment
under paragraph (c) above) to reimburse it for the payment made by it under such
Letter of Credit.  Promptly following any Revolving Loans made under this
Section 2.20, the Administrative Agent shall notify the Company thereof.

          (e)  To the extent that any Loans made pursuant to Section 2.20(d) are
insufficient to reimburse the applicable Issuing Bank in full, the Company
agrees to pay to such Issuing Bank with respect to each Letter of Credit, within
one Business Day after demand therefor, a principal amount equal to such
unreimbursed portion of any payment made by such Issuing Bank under that Letter
of Credit, together with interest on such amount from the date of any payment
made by such Issuing Bank through the date of payment by the Company at the
Default Rate.  The principal amount of any such payment made by the Company to
any Issuing Bank shall be used to reimburse such Issuing Bank for the payment
made by it under the related Letter of Credit.

          (f)  The Issuance of any supplement, modification, amendment, renewal
or extension to or of any Letter of Credit shall be treated in all respects the
same as the Issuance of a new Letter of Credit.

     Section 2.21  LETTER OF CREDIT FEES.  The Company shall pay (i) a letter of
credit fee to the Administrative Agent equal to the product of (A) the
Applicable Margin with respect to Eurodollar Loans for the Revolving Loans minus
0.125%, multiplied by (B) the stated amount of each Letter of Credit per annum
for the term of each Letter of Credit, payable in advance, for the account of
the Lenders who have Revolving Loan Commitments, according to their respective
Pro Rata Shares and (ii) an issuance fee to the Administrative Agent of 0.125%
of the stated amount of each Letter of Credit, payable in advance for the
account of the applicable Issuing Bank.  Upon (A) the issuance of each Letter of
Credit, the Company shall also pay to the Administrative Agent for the account
of the applicable Issuing Bank an amount equal to the greater of (i) $500 or
(ii) the issuance fees; (B) the amendment of each Letter of Credit, the Company
shall pay to the Administrative Agent for the account of the applicable Issuing
Bank the amendment fees, in each case, as the applicable Issuing Bank normally
charges in connection with a Letter of Credit and activity pursuant thereto, in
either case which fees shall be solely for the account of the applicable Issuing
Bank; and (C) the incurrence of any reasonable out-of-pocket costs and expenses
in connection with the maintenance of any Letter of Credit, the Company shall
pay to the Administrative Agent for the account of the applicable Issuing Bank
the amount of such out-of-pocket costs and expenses so incurred.

     Section 2.22  OBLIGATION OF THE COMPANY ABSOLUTE, ETC.  The obligation of
the Company to pay to the applicable Issuing Bank the amount of any payment made
by such Issuing Bank under any Letter of


                                       43


Credit shall be absolute, unconditional and irrevocable.  Without limiting the
foregoing, such obligation of the Company shall not be affected by any of the
following circumstances:

          (1) any lack of validity or enforceability of any Letter of Credit,
     this Agreement or any other agreement or instrument relating thereto;

          (2) any amendment or waiver of or any consent to departure from any
     Letter of Credit, this Agreement or any other agreement or instrument
     relating thereto;

          (3)  the existence of any claim, setoff, defense or other rights which
     the Company may have at any time against any issuing Bank, any Lender, the
     Administrative Agent, any beneficiary of any Letter of Credit (or any
     Persons for whom any such beneficiary may be acting) or any other Person,
     whether in connection with any Letter of Credit, this Agreement or any
     other agreement or instrument relating thereto, or any unrelated
     transactions;

          (4) any demand, statement or any other document presented under any
     Letter of Credit proving to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect whatsoever so long as any such document appeared to comply with the
     terms of such Letter of Credit;

          (5) payment by any Issuing Bank in good faith under any Letter of
     Credit against presentation of a draft or any accompanying document which
     does not strictly comply with the terms of such Letter of Credit;

          (6) the solvency or financial responsibility of any party issuing any
     documents in connection with a Letter of Credit;

          (7) any error in the transmission of any message relating to a Letter
     of Credit not caused by the applicable Issuing Bank, or any delay or
     interruption in any such message;

          (8) any error, neglect or default of any correspondent of any Issuing
     Bank in connection with a Letter of Credit;

          (9)  any consequence arising from acts of God, war, insurrection,
     disturbances, labor disputes, emergency conditions or other causes beyond
     the control of any Issuing Bank;

          (10)  the form, accuracy, genuineness or legal effect of any contract
     or document referred to in any document submitted to the applicable Issuing
     Bank in connection with a Letter of Credit; and

          (11) any other circumstances whatsoever.

          (b) Each Issuing Bank shall be entitled to the protection accorded to
the Agents pursuant to Section 10, MUTATIS MUTANDIS.

     Section 2.23  CASH COLLATERAL.  Notwithstanding anything to the contrary
herein or in any L/C Application, after the occurrence and during the
continuance of Default, the Company shall, upon the Administrative Agent's
demand, deliver to the Administrative Agent for the benefit of the Lenders cash,


                                       44


or other collateral of a type satisfactory to the Required Lenders, having a
value (if other than cash), as determined by such Lenders, equal to the
aggregate outstanding L/C Obligations.


                                   Article III

                             CHANGE IN CIRCUMSTANCES

     Section 3.1  YIELD PROTECTION.  If any law or any governmental rule,
regulation, policy guideline or directive (whether or not having the force of
law), or any regulatory interpretation thereof, or compliance by any Lender with
such (which has been adopted or changed after the date hereof),

          (i)  imposes or increases or deems applicable any reserve, assessment,
     insurance charge, special deposit or similar requirement against assets of,
     deposits with or for the account of, or credit extended by, any Lender or
     any applicable Lending Office (other than reserves and assessments taken
     into account in determining the interest rate applicable to any Eurodollar
     Loan) or any Issuing Bank, or

          (ii) imposes any other condition which is to increase the cost to any
     Lender or any applicable Lending Office or any Issuing Bank of making,
     funding or maintaining any Eurodollar Loan or of participating in, issuing
     or maintaining any Letter of Credit or reduces any amount receivable by any
     Lender or any applicable Lending Office or any Issuing Bank in connection
     with any Eurodollar Loan or Letter of Credit, or requires any Lender or any
     applicable Lending Office or any Issuing Bank to make any payment
     calculated by reference to the amount of any Eurodollar Loan or Letter of
     Credit made, issued, maintained or participated in or interest received by
     it, by an amount deemed material by such Lender or Issuing Bank, or

          (iii) affects the amount of capital required or expected to be
     maintained by any Lender or Lending Office or any Issuing Bank or any
     corporation controlling any Lender or any Issuing Bank and such Lender or
     such Issuing Bank determines the amount of capital required is increased by
     or based upon the existence of this Agreement, the Loans, any Letters of
     Credit or commitments of this type,

then, within fifteen (15) days of demand by such Lender or such Issuing Bank
made together with the presentation to the Company of a certificate of such
Lender or such Issuing Bank complying with Section 3.5, the Company shall pay
such Lender or such Issuing Bank that portion of such increased expense incurred
(including, in the case of Section 3.1(iii), any reduction in the rate of return
on capital to an amount below that which it or its controlling corporation could
have achieved but for such change in regulation after taking into account such
Lender's or such Issuing Bank's or such Lender's or Issuing Bank's controlling
corporation's policies as to capital adequacy) or reduction in an amount
received which such Lender or such Issuing Bank reasonably determines is
attributable to making, funding and maintaining such Lender's or Issuing Bank's
Commitments and the Obligations owing to it.

     Section 3.2  TAXES.  (a)  Except as required by law, all payments made by
the Company under this Agreement shall be made free and clear of, and without
reduction for or on account of, any present or future taxes, levies, imposts,
duties, charges, fees, deductions, or withholdings, imposed, levied, collected,
withheld or assessed by any Governmental Authority after the Original Closing
Date as a result of the adoption of or any change in any law, treaty, rule,
regulation, guideline or determination of such


                                       45


Governmental Authority, BUT EXCLUDING (i) net income, franchise and branch
profits taxes imposed on the Administrative Agent or a Lender or any Issuing
Bank by (x) the United States of America or any taxing authority thereof or
therein, (y) the jurisdiction under the laws of which the Administrative Agent
or such Lender or such Issuing Bank is organized or in which it has its
principal office or is managed and controlled or any political subdivision or
taxing authority thereof or therein, or (z) any jurisdiction in which the
Lending Office of any Lender making and maintaining Loans to the Company, is
located or any political subdivision or taxing authority thereof or therein, and
(ii) any taxes, levies, imposts, duties, charges, fees, deductions or
withholdings arising after the date of this Agreement, solely as the immediate
result of such Lender (x) changing its designated Lending Office as of the
Original Closing Date to a Lending Office located in any other jurisdiction or
(y) designating an additional Lending Office located in any other jurisdiction
(such non-excluded taxes, levies, imposts, duties, charges, fees, deduction and
withholdings being called "Taxes").  If any Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender or any
Issuing Bank hereunder, the amounts so payable to the Administrative Agent or
such Lender or such Issuing Bank shall be increased to the extent necessary to
yield to the Administrative Agent or such Lender or such Issuing Bank (after
payment of all Taxes, including Taxes attributable to such increase, and free
and clear of all liability, including, without limitation, interest and
penalties, in respect of such Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement.  Whenever
any Taxes are payable by the Company, the Company shall pay such Taxes in a
timely manner and promptly deliver official receipts therefor (or certified
copies thereof if such receipts are not available) to the Administrative Agent.
If the Company fails to pay Taxes when due to the appropriate taxing authority,
the Company shall indemnify the Administrative Agent and any Lender and Issuing
Bank for any incremental Taxes, interest or penalties that may become payable by
the Administrative Agent or any Lender or any Issuing Bank as a result of any
such failure together with any expenses payable by the Administrative Agent or
any Lender or any Issuing Bank in connection therewith.  If the Company is
required to make any additional payment to the Administrative Agent or any
Lender or any Issuing Bank pursuant to this Section 3.2, and such Lender or such
Issuing Bank receives a credit against or relief or remission for, or repayment
of, any tax paid or payable by it in respect of, or calculated with reference
to, the Taxes giving rise to such payment, such Lender or such Issuing Bank
shall, within a reasonable time of the date on which it receives such credit,
relief, remission or repayment, use its reasonable efforts to reimburse the
Company the amount of the net benefit it receives as a result of any such
credit, relief, remission or repayment (as determined by such Lender or such
Issuing Bank) to the extent not inconsistent with such Lender's or Issuing
Bank's internal policies.  If any Taxes constituting a withholding tax of the
United States of America or any other Governmental Authority shall be or become
applicable, after the Original Closing Date, to such payments by the Company to
a Lender, such Lender shall, to the extent not inconsistent with such Lender's
internal policies, use its reasonable efforts to make, fund and maintain its
Loans through a Lending Office of such Lender located in another jurisdiction so
as to reduce the Company's liability hereunder, provided that such Lender
determines, in its sole discretion, that the making, funding or maintenance of
such Loans through such other Lending Office would not otherwise materially
adversely affect such Loans or such Lender.

          (b)  Prior to or at the Original Closing Date, each Lender or Issuing
Bank that is not incorporated under the laws of the United States of America or
a state thereof shall deliver to the Administrative Agent (and the
Administrative Agent agrees that it will deliver to the Company) in the case of
a Lender or Issuing Bank that is a "bank" within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224 or successor applicable
form, as the case may be, certifying in each case that such Lender or Issuing
Bank is entitled to receive payments under this Agreement without deduction or
withholding of


                                       46


any United States federal income taxes, and (ii) each Lender and Issuing Bank
will deliver to the Administrative Agent (and the Administrative Agent will
deliver to the Company) an Internal Revenue Service Form W-8 or W-9 or successor
applicable form, as the case may be, to establish an exemption from United
States backup withholding tax.  In the case of any Lender that is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such
Lender or Issuing Bank shall deliver (i) a representation letter to the
Administrative Agent (for the benefit of the Administrative Agent and the
Company) stating that such Lender or Issuing Bank is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code and (ii) two (2)
accurate and complete original signed copies of Internal Revenue Service Form W-
8, certifying that such Lender or Issuing Bank is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes.  Each Lender and Issuing Bank that is a "bank" within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code which delivers to
the Company and the Administrative Agent a Form 1001 or 4224 and Form W-8 or W-9
pursuant to the preceding sentence further undertakes, if requested by the
Company, to deliver to the Company and the Administrative Agent two further
copies of said statement or Form 1001 or 4224 and Form W-8 or W-9, or successor
applicable forms, or other manner of certification, as the case may be, on or
before the date that any such statement or form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent
statement or form previously delivered by it to the Company, and such extension
or renewals thereof as may reasonably be requested by the Company, certifying in
the case of a Form 1001 or 4224 that such Lender or Issuing Bank is entitled to
receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless in any such case any change in
treaty, law or regulation has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent a Lender or Issuing Bank or the Administrative Agent from
duly completing and delivering any such statement or form with respect to it and
such Lender or Issuing Bank or Administrative Agent advises the Company that it
is not capable of receiving payments without any deduction or withholding of
United States federal income tax and, in the case of a Form W-8 or W-9,
establishing an exemption from United States backup withholding tax.  Each
Lender or Issuing Bank that is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code will (for the benefit of the
Administrative Agent and the Company), to the extent legally entitled to do so,
and if requested by the Company, provide to the Company two further copies of
Internal Revenue Service Form W-8 and an updated representation letter stating
that such Lender or Issuing Bank is not a "bank" under Section 881(c)(3)(A) of
the Internal Revenue Code and such other forms as may be required in order to
establish the legal entitlement of such Lender or Issuing Bank to an exemption
from withholding tax with respect to payments under this Agreement.  The Company
shall not be required to pay any increased amount on account of Taxes pursuant
to this Section 3.2 to any Lender, Issuing Bank, Transferee or Administrative
Agent that fails to furnish any form or statement that it was required to
furnish in accordance with this Section 3.2 or Section 12.3.3, and, to the
extent required by law, the Company shall be entitled to deduct Taxes from the
payments owed to such Lender, Issuing Bank, Transferee or Administrative Agent.

     Section 3.3  AVAILABILITY OF RATE OPTIONS.   If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Office would violate
any applicable law, rule, regulation, or directive, whether or not having the
force of law, or determines that (i) deposits of a type and maturity appropriate
to match fund any Eurodollar Loan are not available or (ii) the Eurodollar Rate
does not accurately reflect the cost of making or maintaining any Eurodollar
Loan, then (unless such unavailability or inaccuracy results solely from a
deterioration in the creditworthiness of such Lender subsequent to the date
hereof) the Administrative Agent shall suspend the availability of Eurodollar
Loans from such Lender and require the interest rate applicable to any
Eurodollar Loan by such Lender then outstanding to

                                       47


be changed to the Floating Rate and each such Lender's Pro Rata Share shall be
adjusted as applicable in accordance therewith.

     Section 3.4  FUNDING INDEMNIFICATION.  If any payment or conversion in
respect of any Eurodollar Loan occurs on a date which is not the last day of the
applicable Eurodollar Interest Period, whether because of acceleration,
prepayment or otherwise, or if an Advance related to, or conversion from or into
or in continuation of, Eurodollar Loans does not occur on a date specified
therefor in a Borrowing Notice or a Conversion/Continuation Notice, the Company
will indemnify each Lender for any loss or cost incurred by it resulting
therefrom upon request by such Lender accompanied by a certificate complying
with Section 3.5 below.

     Section 3.5  LENDER CERTIFICATES; SURVIVAL OF INDEMNITY.  To the extent
reasonably possible, so long as the Company has any liquidated liability to any
Lender under Section 3.1, such Lender shall designate an alternate Lending
Office with respect to its Eurodollar Loans to reduce any such liability, so
long as such designation is not disadvantageous to such Lender.  A certificate
of a Lender or Issuing Bank as to the amount due under Section 3.1 or 3.4 (which
certificate shall, if so requested by the Company, include an explanation of the
basis used by such Lender or Issuing Bank in calculating such amount) shall be
delivered within one hundred and twenty 120 days after a responsible account
officer of the Lender or Issuing Bank obtains actual knowledge of the event
giving rise thereto and shall be final, conclusive and binding on the Company in
the absence of manifest error.  Determination of amounts payable under such
Sections in connection with any Lender's Eurodollar Loans shall be calculated as
though each Lender funded its Pro Rata Share of any Eurodollar Advance through
the purchase of a deposit of the type and maturity corresponding to the deposit
used as a reference in determining the Eurodollar Rate applicable to such
Eurodollar Loan, whether in fact that is the case or not.  Unless otherwise
provided herein, the amount specified in the certificate shall be payable on
demand after receipt by the Company of the certificate.  The obligations of the
Company under Sections 3.1 and 3.4 shall survive payment of the Obligations and
termination of this Agreement.


                                   Article IV

                              CONDITIONS PRECEDENT

     Section 4.1  CONDITIONS PRECEDENT TO ALL LOANS.  The obligation of each
Lender to make any Loan (including the refinancing of Loans on the Effectiveness
Date) and of each Issuing Bank to Issue any Letter of Credit is subject to the
satisfaction on the date such Loan is made or such Letter of Credit is Issued of
the following conditions precedent:

          (a)  REPRESENTATIONS AND WARRANTIES.  The representations and
warranties contained herein and in the other Loan Documents (other than
representations and warranties that expressly speak only as of a different date)
shall be true and correct in all material respects on such date both before and
after giving effect to the making of such Loans on the Issuance of such Letter
of Credit.

          (b)  NO DEFAULT OR UNMATURED DEFAULT.  No Default or Unmatured Default
shall have occurred and be continuing on such date either before or after giving
effect to the making of such Loans or the Issuance of such Letter of Credit.


                                       48


          (c)  NO INJUNCTION.  No law or regulation shall have been adopted, no
order, judgment or decree of any governmental authority shall have been issued,
and no litigation shall be pending or threatened, that would enjoin, prohibit or
restrain the making or repayment of the Loans or the Issuance of such Letter of
Credit or the consummation of the Transactions which have been or are to be
consummated on or before such date.

          (d)  NO MATERIAL ADVERSE CHANGE.  No event, act or condition shall
have occurred after December 31, 1995 that has had a material adverse effect on
the assets, business, properties, financial condition or results of operations
of the Parent and its Subsidiaries or of the Company and its Subsidiaries, as
the case may be, and if any such material adverse effect shall have occurred,
the Required Lenders shall have waived the same in writing.

          (e)  BORROWING NOTICE.  The Administrative Agent shall have received a
duly executed Borrowing Notice or L/C Application, as appropriate, in respect of
the Loans to be made or Letters of Credit to be Issued on such date.

          (f)  ACQUISITION.  To the extent any proceeds of any Loan will be used
for any Acquisition, the Company shall have delivered to the Administrative
Agent and the Lenders copies of or other evidence satisfactory to the
Administrative Agent, the Lenders and their counsel of the receipt of all final
federal, state and local regulatory or governmental approvals, orders,
authorizations, licenses, certificates and permits necessary for the
consummation of such Acquisition ("Final Orders"), including, without
limitation, any consents and approvals required by the FCC and any filings with
the Federal Trade Commission and the Antitrust Division of the Department of
Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (collectively, the "HSR Approvals").  If any Acquisition is proposed to
be consummated based upon FCC orders which are not final and are subject to
reconsideration by the FCC or appeal to a court with respect to an Acquisition
and any Letter of Credit or the proceeds of any Loan will be used for such
Acquisition, (A) in the case of the use of any proceeds of any Loan, the Company
shall have delivered to the Administrative Agent and the Lenders copies of or
other evidence satisfactory to the Administrative Agent, the Lenders and their
counsel of receipt of such FCC orders, (B) the Company or its Subsidiaries (if
applicable) shall have negotiated an unwind agreement with respect to the
business and assets (or related voting securities) subject to such Acquisition
which provides for the reconveyance for full value to the seller of all such
business and assets (or related voting securities) in the event a final FCC
order is not reasonably attainable with respect to such business and assets (or
related voting securities) and (C) all the consideration to be paid by the
Company or any Subsidiary in respect of such Acquisition (including the proceeds
of any drawing on any Letter of Credit) shall be subject to an escrow agreement
whereby such consideration is maintained in escrow arrangements until the
receipt of an FCC final order with respect thereto; PROVIDED solely with respect
to the creation or maintenance of such escrow arrangements, the Required Lenders
may expressly agree that such escrow arrangements are not required; PROVIDED
further that such escrow arrangements shall only be required with respect to
Acquisitions to the extent the cash portion of the Amount of Acquisitions which
the Company and/or its Subsidiaries have consummated or are in the process of
consummating, after receipt of initial orders, but for which Final Orders have
not yet been received, and with respect to which any Letter of Credit or any
proceeds of any Loans are to be used or have been used, exceeds $40,000,000 in
the aggregate at any one time outstanding.  The requirements set forth in this
Section 4.1(f) are in addition to any other requirements and restrictions set
forth in this Agreement which are applicable to such an Acquisition.


                                       49


          (g)  The Administrative Agent shall have received a certificate of an
Authorized Officer of the Company (i) certifying that each condition required to
be met in connection with the incurrence of additional Indebtedness under
Section 4.11 of each of the Senior Subordinated Debt Indentures and, if the
Citicasters Subordinated Debt remains outstanding and has not been effectively
defeased, Section 4.7 of the Citicasters Subordinated Debt Indenture, has been
satisfied, (ii) certifying that the Loans to be made or Letters of Credit to be
issued will constitute "Senior Debt" for purposes of the Senior Subordinated
Debt Indentures and, if the Citicasters Subordinated Debt remains outstanding
and has not been effectively defeased, the Citicasters Subordinated Indenture
and (iii) setting forth in reasonable detail the calculations (including the
calculation of the pro forma leverage ratio under the Senior Subordinated Debt
Indentures) necessary to certify as to such compliance.

     The acceptance of the proceeds of each such Loan and the Issuance of such
Letter of Credit shall constitute a representation and warranty to the Company
to each of the Lenders that all of the conditions required to be satisfied under
this Article IV in connection with the making of such Loan or the Issuance of
such Letter of Credit have been satisfied.

     All the certificates and other documents and papers referred to in this
Article IV, unless otherwise specified, shall be delivered to the Administrative
Agent for the account of each of the Lenders and in sufficient counterparts for
each of the Lenders, and shall be satisfactory in form and substance to each
Lender in its sole discretion.


                                    Article V

                         REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Lenders that:

     Section 5.1  CORPORATE EXISTENCE AND STANDING.  Each of the Parent, the
Company and each of its Subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

     Section 5.2  AUTHORIZATION AND VALIDITY.  Each of the Parent, the Company
and each of its Subsidiaries has the corporate power and authority and legal
right to execute and deliver the Loan Documents to which each is a party and to
perform their obligations thereunder and to consummate the transactions
contemplated by the Loan Documents, including, without limitation, the
extensions of credit hereunder (collectively, the "Transactions").  The
execution and delivery by each of the Parent, the Company and each of its
Subsidiaries of the Loan Documents to which each is a party, and the performance
of their obligations thereunder and consummation of the Transactions, have been
duly authorized by necessary corporate proceedings, and the Loan Documents to
which each is a party constitute legal, valid and binding obligations of the
Parent, the Company and each of its Subsidiaries enforceable against the Parent,
the Company and each of its Subsidiaries in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

     Section 5.3  NO CONFLICT; GOVERNMENT CONSENT, ETC.  Except as set forth on
Schedule 5.3 hereto, neither the execution and delivery by the Parent, the
Company or any of its Subsidiaries of the Loan


                                       50


Documents nor the consummation of the transactions herein or therein
contemplated, nor compliance with the provisions hereof or thereof will violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award
binding on the Parent, the Company or any of its Subsidiaries or the Parent's,
the Company's or any of its Subsidiaries' articles of incorporation or by-laws
or the provisions of any indenture, instrument or agreement to which the Parent,
the Company or any of its Subsidiaries is a party or is subject, or by which it,
or its property, is bound, or conflict with or constitute a default thereunder,
or result in the creation or imposition of any Lien in, of or on the property of
the Parent, the Company or any of its Subsidiaries pursuant to the terms of any
such indenture, instrument or agreement.  Except as set forth on Schedule 5.3
hereto, no order, consent, approval, license, authorization, or validation of,
or application, filing, recording or registration with, or exemption by, any
governmental or public body or authority, or any subdivision thereof, or any
other Person is required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents or in connection with
consummation of the Transactions contemplated thereby, other than orders,
consents, approvals, applications and filings which have already been made or
obtained.

     Section 5.4  FINANCIAL STATEMENTS.  The audited December 31, 1993, December
31, 1994, and December 31, 1995 consolidated financial statements of the Parent
and its Subsidiaries and the unaudited consolidated financial statements of the
Parent and its Subsidiaries and of the Company and its Subsidiaries for
September 30, 1996 heretofore delivered to the Lenders were each prepared in
accordance with Generally Accepted Accounting Principles in effect on the dates
such statements were prepared (except with respect to such unaudited financial
statements which are not adjusted to reflect (1) the carrying value of barter
receivables and barter payables in accordance with FASB No. 63 and (2) the
classification of outstanding debt between short term and long term) and fairly
present the consolidated financial condition and operations of the Parent and
its Subsidiaries, at such dates and the consolidated results of operations of
the Parent and its Subsidiaries for the periods then ended.  In addition, such
unaudited statements do not include footnotes.

     Section 5.5  MATERIAL ADVERSE CHANGE.  As of the Effectiveness Date, no
material adverse change in the assets, business, properties, financial condition
or results of operations of the Parent and its Subsidiaries or of the Company
and its Subsidiaries has occurred since December 31, 1995.

     Section 5.6  TAXES.  The Parent, the Company and its Subsidiaries have
filed (or have obtained extensions for filing) all United States federal, state
and local tax returns and all other tax returns which are required to be filed
and have timely paid all taxes which have become due or are payable pursuant to
any assessment received by the Parent, the Company or any of its Subsidiaries,
except such taxes, if any, as are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been provided in accordance
with Generally Accepted Accounting Principles.  No United States or state income
tax returns of the Parent, the Company or any of its Subsidiaries has been
audited by the Internal Revenue Service or any State agency.  No tax liens have
been filed, and no claims are being asserted, with respect to any taxes to which
the Parent, the Company or any of its Subsidiaries are subject.  The charges,
accruals and reserves on the books of the Parent, the Company and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

     Section 5.7  LITIGATION AND CONTINGENT OBLIGATIONS.  Except as set forth on
Schedule 5.7 hereto, as of the Effectiveness Date there is no litigation,
arbitration, governmental investigation, proceeding, inquiry or Environmental
Claim pending or, to the knowledge of any of their officers, threatened against
or affecting the Parent, the Company or any of its Subsidiaries which could
reasonably be expected to


                                       51


have a material adverse effect on the business, properties, financial condition
or results of operations of the Parent and its Subsidiaries, taken as a whole,
or the Company and its Subsidiaries, taken as a whole, or the ability of the
Parent, the Company or any of its Subsidiaries to perform its obligations under
the Loan Documents or to consummate the Transactions. Other than any liability
incident to such litigation, arbitration, proceedings or Environmental Claim, as
of the Effectiveness Date neither the Parent nor the Company nor any of its
Subsidiaries has any material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

     Section 5.8  ENVIRONMENTAL MATTERS.  (a)  Except as set forth in Schedule
5.8(a) hereto, there are no past or present actions, activities, circumstances,
conditions, events or incidents, including, without limitation, the release or
threatened release, emission, discharge, presence or disposal of any Material of
Environmental Concern, that could form the basis of any Environmental Claim
against (i) the Parent, the Company or any of its Subsidiaries or, (ii) to the
Parent's, the Company's or its Subsidiaries' knowledge against any Person whose
liability for any Environmental Claim that the Parent, the Company or any of its
Subsidiaries has or may have retained or assumed either contractually or by
operation of law, which could, in either case, reasonably be expected to
materially adversely affect the business, properties, financial condition or
results of operations of the Parent and its Subsidiaries, taken as a whole, or
of the Company and its Subsidiaries, taken as a whole, or the ability of the
Parent, the Company or any of its Subsidiaries to perform its obligations under
the Loan Documents or to consummate the Transactions.

          (b)  Except as set forth in Schedule 5.8(b) hereto, to the Parent's or
the Company's knowledge (i) there are no on-site or off-site locations where the
Parent, the Company or any of its Subsidiaries has stored, disposed of or
arranged for the disposal of Materials of Environmental Concern, (ii) there are
no underground storage tanks located on property owned or leased by the Parent,
the Company or any of its Subsidiaries, (iii) there is no asbestos contained in
or forming part of any building, building component, structure or office space
owned or leased by the Parent, the Company or any of its Subsidiaries, and
(iv) no polychlorinated biphenyls (PCBs) are used or stored at any property
owned or leased by the Parent, the Company or any of its Subsidiaries, which
could reasonably be expected to materially adversely affect the business,
properties, financial condition or results of operations of the Parent and its
Subsidiaries, taken as a whole, or of the Company and its Subsidiaries, taken as
a whole, or the ability of the Parent, the Company or any of its Subsidiaries to
perform its obligations under the Loan Documents or to consummate the
Transactions.

     Section 5.9  ERISA.  (a)  Except as set forth on Schedule 5.9 hereto, 
(i) as of the Effectiveness Date, there are no Unfunded Liabilities in any 
Plan which liabilities in the aggregate would have a material adverse effect 
on the business, properties, financial condition or results of operations of 
the Parent and its Subsidiaries, taken as a whole, or of the Company and its 
Subsidiaries, taken as a whole; (ii) as of the Effectiveness Date, each 
Parent Plan and, to the Company's actual knowledge, each other Plan complies 
in all material respects with all applicable requirements of law and 
regulations and no Reportable Event has occurred with respect to any Parent 
Plan; (iii) as of the Effectiveness Date, neither the Parent, the Company nor 
any of its Subsidiaries nor any ERISA Affiliate has withdrawn from any 
Multiemployer Plan or initiated steps to do so, and no steps have been taken 
to terminate any Plan, in each case under circumstances which would have a 
material adverse effect on the business, properties, financial condition or 
results of operations of the Parent and its Subsidiaries, taken as a whole, 
or of the Company and its Subsidiaries, taken as a whole; and (iv) neither 
the Parent, the Company nor any of its Subsidiaries nor any ERISA Affiliate 
has engaged in any prohibited transaction (as defined in Section 4975 of the 
Internal Revenue Code or Section 406 of ERISA) that would subject the Parent, 
the Company or any of its Subsidiaries to any penalty which would have a 
material adverse effect on the 

                                       52


business, properties, financial condition or results of operations of the 
Parent and its Subsidiaries, taken as a whole, or of the Company and its 
Subsidiaries, taken as a whole.

          (b)  Except as set forth on Schedule 5.9 hereto, neither the Parent,
the Company nor any of its Subsidiaries nor any of their ERISA Affiliates has
any contingent liability with respect to any post-retirement benefit under any
"welfare plan" (as defined in Section 3(1) of ERISA) that is reasonably likely
to have a material adverse effect on the business, properties, financial
condition or results of operations of the Parent and its Subsidiaries, taken as
a whole, or of the Company and its Subsidiaries, taken as a whole.

          (c)  Except as set forth on Schedule 5.9 hereto, as of the
Effectiveness Date, no lien under Section 412(n) of the Internal Revenue Code or
302(f) of ERISA or requirement to provide security under Section 401(a)(29) of
the Internal Revenue Code or Section 307 of ERISA has been or is reasonably
expected by the Parent, the Company, any of its Subsidiaries or any of their
ERISA Affiliates to be imposed on the assets of the Parent, the Company, any of
its Subsidiaries or any of their ERISA Affiliates that is reasonably likely to
have a material adverse effect on the business, properties, financial condition
or results of operations of the Parent and its Subsidiaries, taken as a whole,
or of the Company and its Subsidiaries, taken as a whole.

          (d)  Except as set forth on Schedule 5.9 hereto, no material liability
to the PBGC (other than required premium payments), the Internal Revenue
Service, the Department of Labor, any Plan, Multiemployer Plan or any trust
related thereto has been, or is expected by the Parent, the Company, any of its
Subsidiaries or, to the actual knowledge of the Company, any of their ERISA
Affiliates, to be incurred by the Parent, the Company, any of its Subsidiaries
or any of their ERISA Affiliates that is reasonably likely to have a material
adverse effect on the business, properties, financial condition or results of
operations of the Parent and its Subsidiaries, taken as a whole, or of the
Company and its Subsidiaries, taken as a whole.

     Section 5.10  ACCURACY OF INFORMATION.  No information, exhibit,
certificate, schedule or report furnished by the Parent, the Company or any of
its Subsidiaries to any Agent or to any Lender in connection with the
negotiation of the Loan Documents contains, and no information, certificate or
report which shall in the future be furnished by the Parent, the Company or any
of its Subsidiaries in connection with any of the Loan Documents will contain,
any material misstatement of fact or omit to state any material fact necessary
to make the statements contained therein not misleading.

     Section 5.11  MARGIN REGULATIONS.  No part of the proceeds of any Loan will
be used by the Parent, the Company or any of its Subsidiaries to purchase or
carry any margin stock (as defined in any Margin Regulation) or to extend credit
to others for the purpose of purchasing or carrying any such margin stock, if
the making of any Loan or the use of the proceeds thereof or the Issuance of any
Letter of Credit would violate or be inconsistent with the provisions of any
Margin Regulation.

     Section 5.12  MATERIALLY BURDENSOME AGREEMENTS.  Except as disclosed on
Schedule 5.12 hereto or as identified in the notes to the Parent's financial
statements referred to in Section 5.4, neither the Parent, the Company nor any
of its Subsidiaries is a party to any agreement or instrument or subject to any
charter or other corporate restriction materially and adversely affecting its
business, properties or assets, operations or condition (financial or otherwise)
as currently conducted or used in connection with its business.  Neither the
Parent, the Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any


                                       53


agreement or instrument evidencing or governing Indebtedness or any other
agreement to which it is a party, which default might have a material adverse
effect on the business, properties, financial condition or results of operations
of the Parent and its Subsidiaries, taken as a whole, or of the Company and its
Subsidiaries, taken as a whole.

     Section 5.13  COMPLIANCE WITH LAWS; FRANCHISES AND LICENSES.  (a)  The
Parent, the Company and its Subsidiaries have complied with all applicable
statutes, rules, regulations, orders and restrictions (including, without
limitation, all Environmental Laws and the Communications Act) of any domestic
or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective properties, except where the failure to so comply would not
have a material adverse effect on the business, properties, financial condition
or results of operations of the Parent and its Subsidiaries, taken as a whole,
or of the Company and its Subsidiaries, taken as a whole.  The Parent, the
Company and its Subsidiaries have obtained all franchises, licenses,
certificates, consents, approvals and authorizations granted or issued by any
public or governmental body, agency or authority necessary and appropriate to
own and/or operate the Radio Stations and Television Stations and all such
franchises, licenses, certificates, consents, approvals and authorizations are
in full force and effect with respect to the Radio Stations and Television
Stations.

          (b)  Schedule 5.13(b)(i) hereto sets forth, as of the Effectiveness
Date, all FCC Broadcast Station Licenses of the Parent, the Company and each of
its Subsidiaries.  On and after the Effectiveness Date, each FCC Broadcast
Station License which is materially necessary to the operation of the business
of the Parent, the Company or any of its Subsidiaries has been validly issued
and is in full force and effect.  Such FCC Broadcast Station Licenses constitute
all of the FCC authorization necessary for the operation of the Parent's, the
Company's and its Subsidiaries' businesses in the same manner as it is presently
conducted.  Each of the Company and its Subsidiaries has fulfilled and performed
all of its material obligations with respect thereto, and, on and after the
Effectiveness Date, complete and correct copies of the FCC Broadcast Station
Licenses of the Parent, the Company and each of its Subsidiaries will have been
delivered to the Administrative Agent.  No event has occurred which (a) results
in, or after notice or lapse of time or both would result in, revocation or
termination of any FCC Broadcast Station License or (b) materially and adversely
affects or in the future will be reasonably likely (so far as the Company can
now reasonably foresee) to materially adversely affect any of the rights of the
Parent, the Company or any of its Subsidiaries thereunder (other than
proceedings related to the radio broadcast industry generally).  No other FCC
license is necessary for the operation of the business of the Parent, the
Company or any of its Subsidiaries as now conducted.  Except as set forth on
Schedule 5.13(b)(ii) hereto and as may be required under Section 310 of the
Communications Act, none of the FCC Broadcast Station Licenses or other
franchises or licenses require that any present stockholder, director, officer
or employee of the Parent, the Company or any of its Subsidiaries remain a
stockholder or employee of the Parent, the Company or any of its Subsidiaries,
or that any transfer of control of the Parent, the Company or any of its
Subsidiaries must be approved by any public or governmental body other than the
FCC.

          (c)  Except as described on Schedule 5.13(c) hereto, to the best of
the Parent's and the Company's knowledge, on the Effectiveness Date, none of the
Parent, the Company or any of its Subsidiaries is a party to any investigation,
notice of violation, order or complaint issued by or before any court or
regulatory body, including the FCC, or of any other proceedings (other than
proceedings relating to the radio or television industries generally) which
could in any manner threaten or adversely affect the validity or continued
effectiveness of the FCC Broadcast Station Licenses set forth on
Schedule 5.13(b)(i) hereto.  Except as described on Schedule 5.13(c), as of the
Effectiveness Date,


                                       54


neither the Parent nor the Company has any reason to believe (other than in
connection with there being no legal assurance thereof) that the FCC Broadcast
Station Licenses listed and described on Schedule 5.13(b)(i) will not be renewed
in the ordinary course.  Each of the Parent, the Company and each of its
Subsidiaries has filed all reports, applications, documents, instruments and
information required to be filed by it pursuant to applicable rules and
regulations or requests of the FCC to the extent that the failure to file the
same could threaten or adversely effect the validity or continued effectiveness
of their respective FCC Broadcast Station Licenses, including, without
limitation, those set forth on Schedule 5.13(b)(i).

     Section 5.14  OWNERSHIP OF PROPERTIES.  Except as set forth on Schedule
5.14 hereto, the Parent, the Company and each of its Subsidiaries has good and
marketable title, free of all Liens, other than those permitted by Section 6.17,
to all of the properties and assets reflected in the financial statements as
owned by it.

     Section 5.15  LOCATION OF PROPERTIES.  (a)  Except as set forth on Schedule
5.15(a) hereto, or as otherwise disclosed by written notice from the Company to
the Administrative Agent from time to time, neither the Parent, the Company nor
any of its Subsidiaries owns or possesses any fee or leasehold interest in real
property (other than interests in property which in the aggregate are of no
material value to the Parent, the Company or its Subsidiaries).

          (b)  Except as set forth on Schedule 5.15(b) hereto, or as otherwise
disclosed by written notice from the Company to the Administrative Agent from
time to time, neither the Parent, the Company nor any of its Subsidiaries owns
or possesses any interest in any tangible personal property (including, without
limitation, equipment, fixtures and inventory) of any type whatsoever, which is
not located at one of the properties listed on Schedule 5.15(a) hereto, or as
otherwise has been disclosed by written notice from the Company to the
Administrative Agent from time to time (other than property which may be located
at other properties from time to time which in the aggregate is of no material
value to the Parent, the Company or its Subsidiaries).

     Section 5.16  INVESTMENT COMPANY ACT.  Neither the Parent, the Company nor
any of its Subsidiaries nor any corporation controlling the Parent or the
Company or under common control with the Parent or the Company is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

     Section 5.17  PUBLIC UTILITY HOLDING COMPANY ACT.  Neither the Parent, the
Company nor any of its Subsidiaries nor any corporation controlling the Parent
or the Company or under common control with the Parent or the Company is a
"holding company" or a "subsidiary company", of a "holding company", or an
"affiliate" of a "holding company", or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     Section 5.18  CAPITAL STRUCTURE.  (a)  Schedule 5.18(a) hereto sets forth
as of the Effectiveness Date, both before and after giving effect to the
Transactions to be consummated on the Effectiveness Date, the number of
authorized and issued shares of each class of capital stock of the Parent, the
Company and each of its Subsidiaries, the par value thereof and the registered
owner(s) of the capital stock of the Company and each Subsidiary of the Company.
All of such stock has been duly and validly issued and is fully paid and non-
assessable.  Except as set forth in Schedule 5.18(a) hereto, as of the
Effectiveness Date, neither the Parent, the Company nor any of its Subsidiaries
has outstanding any securities convertible into or exchangeable for its capital
stock nor does the Parent, the Company or any


                                       55


of its Subsidiaries have outstanding any rights to subscribe for or to purchase,
or any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock.  On the Effectiveness Date, Z/C owns
not less than 40% of the issued and outstanding shares of common stock of the
Parent.  The Parent owns 100% of the issued and outstanding capital stock of the
Company.

          (b)  Schedule 5.18(b)(i) hereto identifies, as of the Effectiveness
Date, all of the Indebtedness of the Company and its Subsidiaries immediately
prior to the consummation of the Transactions which are to occur on the
Effectiveness Date.  As of the Effectiveness Date and after the consummation of
the Transactions which are to occur on the Effectiveness Date, the Company and
its Subsidiaries shall have no Indebtedness to any Person other than
Indebtedness arising under the Loan Documents and the Indebtedness identified on
Schedule 5.18(b)(ii) hereto.  Schedule 5.18(b)(iii) hereto identifies, as of the
Effectiveness Date, all of the Indebtedness of the Parent immediately prior to
the consummation of the Transactions which are to occur on the Effectiveness
Date.  As of the Effectiveness Date and after the consummation of the
Transactions which are to occur on the Effectiveness Date, the Parent shall have
no Indebtedness to any Person other than Indebtedness arising under the
Collateral Documents to which it is a party, Liquid Yield Option Notes in an
aggregate principal amount not more than $259,900,000 and Guaranties of the
Senior Subordinated Debt subordinated to the Obligations on terms no less
favorable to the Lenders than the Senior Subordinated Debt.

          (c)  Except as set forth on Schedule 5.18(b)(ii) hereto or as
permitted under Section 6.11, upon the consummation of the Transactions which
are to occur on the Effectiveness Date, the Obligations shall constitute the
only outstanding secured indebtedness of the Company and its Subsidiaries.

          (d)  The aggregate principal amount of Subordinated Debt of the
Company (including the Senior Subordinated Debt and the Citicasters Subordinated
Debt) outstanding on the Effectiveness Date is not more than $275,000,000 and
the subordination provisions with respect to all Subordinated Debt are
enforceable against the holders thereof.  The Obligations constitute "Senior
Indebtedness" as defined in the Citicasters Subordinated Debt Indenture and the
Obligations constitute "Senior Debt" as defined in each of the Senior
Subordinated Note Indentures.

     Section 5.19  COLLATERAL ASSIGNMENTS.  Each of the Company and any of its
Subsidiaries that is party to a Joint Sales Agreement or a Local Marketing
Agreement has entered into a Collateral Assignment with respect to each such
Joint Sales Agreement or Local Marketing Agreement.

     Section 5.20  EXCLUDED SUBSIDIARIES, ETC.  None of the Excluded
Subsidiaries has any material assets.  As of the Effectiveness Date, Georgia
Network Equipment, Inc. has no material assets other than satellite dishes and
related equipment located in various locations in the State of Georgia and
several other states with a value on the Effectiveness Date not in excess of
$75,000.  The aggregate fair market value of the assets of Nobro does not exceed
$5,000.  The aggregate fair market value of the assets (other than assets that
are subject to one or more Mortgages) of IR does not exceed $50,000.  Each
Excluded Subsidiary that has guaranteed any portion of any Subordinated Debt has
become a party to the Subsidiary Guaranty.

     Section 5.21  LABOR MATTERS.  Except as set forth on Schedule 5.21 hereto,
there is no collective bargaining agreement covering any of the employees of the
Company or any of its Subsidiaries on the Effectiveness Date.  As of the
Effectiveness Date, no single employment contract is necessary for the


                                       56


profitable operation of the Company's or any of its Subsidiaries' business.  As
of the Effectiveness Date, no attempt to organize the employees of the Company
or any of its Subsidiaries, and no labor disputes, strikes or walkouts affecting
the operations of the Company or any of its Subsidiaries, is pending or, to the
knowledge of the Company and its officers, threatened.

     Section 5.22  SOLVENCY.  On the Effectiveness Date and at all times after
the Effectiveness Date and after giving effect to the Transactions to occur on
the Effectiveness Date, the Parent, the Company and each of its Subsidiaries
(other than Excluded Subsidiaries) will be Solvent.

     Section 5.23  SECURITY INTERESTS AND LIENS.  (a)  The Collateral Documents
(other than the Intercompany Security Agreement) create, as security for the
Obligations, valid and enforceable security interests in and Liens on all of the
Collateral, in favor of the Administrative Agent for the benefit of the Agents
and the Lenders.  Such security interests in and Liens on the Collateral (other
than Collateral consisting of goods of Georgia Network Equipment, Inc., fixtures
on real property owned or leased by the Company or any of its Subsidiaries which
is not subject to a Mortgage and motor vehicles) are superior to and prior to
the rights of all third parties (except as disclosed on Schedule 5.23 hereto),
and no further recordings or filings are or will be required in connection with
the creation, perfection or enforcement of such security interests and Liens,
other than the filing of continuation statements in accordance with applicable
law.

          (b)  The Intercompany Security Agreement creates, as security for the
"Secured Obligations" (as defined therein), valid and enforceable security
interests in and Liens on all of the "Collateral", in favor of the Company.
Such security interests in and Liens on such "Collateral" (other than Collateral
consisting of goods of Georgia Network Equipment, Inc., United States registered
trademarks (to the extent that perfection of a security interest therein
requires a filing with respect thereto with the United States Patent and
Trademark Office), fixtures on real property owned or leased by the Company or
any of its Subsidiaries which is not subject to a Mortgage and motor vehicles)
are superior to and prior to the rights of all third parties other than the
Administrative Agent for the benefit of the Agents and the Lenders (except as
disclosed on Schedule 5.23 hereto), and no further recordings or filings are or
will be required in connection with the creation, perfection or enforcement of
such security interests and Liens, other than the filing of continuation
statements in accordance with applicable law.

     Section 5.24  EFFECTIVENESS DATE TRANSACTIONS.  On the Effectiveness Date,
the Transactions intended to be consummated on the Effectiveness Date will have
been, and the Transactions consummated prior to the Effectiveness Date have
been, consummated in accordance with all applicable laws.  All consents and
approvals of, and filings and registrations with, and all other actions by, any
Person required in order to make or consummate such Transactions have been
obtained, given, filed or taken and are or will be in full force and effect.

     Section 5.25  CALL LETTERS; PATENTS, TRADEMARKS, ETC.  As of the
Effectiveness Date, the Parent, the Company and its Subsidiaries in the
aggregate have all rights pursuant to the rules and regulations of the FCC to
use as radio and television broadcasting call letters, or pursuant to Joint
Sales Agreements, Local Marketing Agreements and the Mexican Sales Agency
Agreement have the right to use as call letters, those call letters set forth on
Schedule 5.25(i), and all trademarks, service marks, logos and tradenames
material to the operations thereof, of the Georgia News Network, Inc., of
Critical Mass Media, Inc. and of the Radio Stations.  After the Effectiveness
Date, the Company and its Subsidiaries will have all rights pursuant to the
rules and regulations of the FCC to use all call letters of the Radio Stations
necessary for the operation of their respective businesses and all trademarks,
service marks,


                                       57


logos and tradenames material to the operation thereof.  To the knowledge of the
Company and its officers, as of the Effectiveness Date, and except (i) with
respect to call letters used by the Company and its Subsidiaries pursuant to
Joint Sales Agreements, Local Marketing Agreements and the Mexican Sales Agency
Agreement, or (ii) as set forth in Schedule 5.25(ii) hereto, no Person other
than the Company and its Subsidiaries has, owns, possesses, holds or claims any
interest with respect to the use of (or has challenged the right of the Company
or any of its Subsidiaries to use) any of such call letters, trademarks, service
marks, logos or tradenames, except for claims which do not, either individually
or in the aggregate, materially affect the Company or any of its Subsidiaries.
As of the Effectiveness Date, neither the Parent, the Company nor any of its
Subsidiaries owns any United States registered patent, trademark, service mark
or copyright material to the Company or its Subsidiaries, except for those
listed on Schedule 5.25(ii) hereto.

     Section 5.26  NO DEFAULT.  No Default or Unmatured Default has occurred and
is continuing.

     Section 5.27  BROKERS' FEES.  Except as set forth on Schedule 5.27 hereto,
and except as payable to any person party to this Agreement or the Fee Letters,
neither the Parent, the Company nor any of its Subsidiaries has any obligation
to any Person in respect of any finder's, brokers, investment banking or other
similar fee in connection with any of the Transactions.

     Section 5.28  INSURANCE.  Schedule 5.28 hereto accurately sets forth as of
the Effectiveness Date all insurance policies and programs currently in effect
with respect to the respective property and assets and business of the Parent,
the Company and its Subsidiaries, specifying for each such policy and program,
(i) the amount thereof, (ii) the risks insured against thereby, (iii) the name
of the insurer and each insured party thereunder, (iv) the policy or other
identification number thereof, (v) the expiration date thereof and (vi) the
annual premium with respect thereto.  The insurance policies, programs and
amounts of insurance maintained by the Parent, the Company and its Subsidiaries
are adequate for the type of risks reasonably anticipated for the lines of
businesses in which the Parent, the Company and its Subsidiaries engage.

     Section 5.29  SUBSIDIARY AGREEMENTS.  Each Subsidiary of the Company (other
than the Excluded Subsidiaries) has duly executed and delivered to the
(i) Company (A) an Intercompany Demand Note and, if required pursuant to
Section 6.11, an Intercompany Acquisition Note and (B) a counterpart signature
page to the Intercompany Security Agreement and (ii) Administrative Agent, (A) a
counterpart signature page to the (1) Subsidiary Guaranty and the (2) Subsidiary
Security Agreement and (B) a Subsidiary Mortgage, a Subsidiary Pledge Agreement
and a Subsidiary Trademark Agreement, if any such Subsidiary owns any fee simple
real property (other than any such property deemed immaterial by the
Administrative Agent), any stock and any trademarks, respectively.

     Section 5.30 TERMINATION OF CERTAIN ARRANGEMENTS.  (a)  No material term or
condition of any Noble Document, any Citicasters Document or any Mexican
Document has been amended, modified or waived from the terms and conditions
contained in the Noble Documents, the Citicasters Documents and the Mexican
Documents, respectively, delivered to the Administrative Agent on or before the
Effectiveness Date without the prior written consent of the Required Lenders;
and the Parent, the Company and each of its Subsidiaries have, and to the best
of the Parent's and the Company's knowledge all other parties thereto have,
performed and complied in all material respects with all of the terms,
provisions, agreements and conditions set forth therein and required to be
performed or complied with by such parties and all the Noble Transactions, all
the Citicasters Transactions and all the transactions contemplated by the
Mexican Documents have been consummated as contemplated thereby and in


                                       58


accordance with all applicable laws.  All consents and approvals of, and filings
and registrations with, and all other actions by, any Person required in order
to make or consummate such transactions have been obtained, given, filed or
taken and are or will be in full force and effect.  There are no circumstances
under which any payment may be required under the Mexican Guaranty.

     (b)  As of the Effectiveness Date, none of the Parent, the Company and
their Subsidiaries has any rights or obligations under any of the Noble
Documents (except for rights under the Noble Indemnification and Escrow
Agreement dated as of February 20, 1996 between the Company, Prudential Venture
Partners II, L.P. and certain other parties, which rights will terminate or will
lapse in all respects as of February 20, 1997) or any of the Citicasters
Documents, all of the operative provisions of each of which have been terminated
or have lapsed.

     (c)  The Mexican Concession of Radiodifursora del Pacifico, S.A. has been
transferred to XETRA Communicaciones, S.A. de C.V. in accordance with the
Mexican Documents.

     (d)  The Agents, the Issuing Banks and the Lenders hereby consent to the
cancelation of the Indebtedness outstanding under the Noble-Company Credit
Agreement dated as of February 20, 1996, between Broadcast Finance and Noble
Broadcast Holdings, Inc. and to the termination of all the Guaranties thereof by
Subsidiaries of the Company and of all the security interests granted by such
Subsidiaries to secure such Indebtedness, in consideration of the reaffirmation
by each such Subsidiary as of the Effectiveness Date of its obligations under
the Subsidiary Guaranty and under each other Collateral Document to which it is
party.



                                   Article VI

                                    COVENANTS

     The Company covenants and agrees that, from and after the Effectiveness
Date until all the Commitments have been terminated, each of the Letters of
Credit has expired or been terminated and the Obligations have been indefeasibly
paid in full, unless the Required Lenders shall otherwise consent in writing:

     Section 6.1  FINANCIAL REPORTING.  The Company will maintain, for itself
and each of its Subsidiaries, a system of accounting established and
administered in accordance with Generally Accepted Accounting Principles, and
furnish to the Administrative Agent and the Lenders:

          (a)  Within 90 days after the close of each of its fiscal years, an
unqualified audit report certified by independent certified public accountants
of nationally recognized standing, acceptable to the Administrative Agent,
prepared in accordance with Generally Accepted Accounting Principles on a
consolidated basis for the Company and its Subsidiaries, including balance
sheets as of the end of such period, related profit and loss and reconciliation
of surplus statements (consolidated only), and a statement of cash flows
(consolidated only), setting forth in comparative form the figures for the
previous fiscal year, accompanied by (i) a letter from said accountants
substantially in the form of Exhibit L hereto and (ii) a certificate of said
accountants that, in the course of their examination necessary for their
certification of the foregoing, they have obtained no knowledge of any Default
or Unmatured Default, or


                                       59


if, in the opinion of such accountants, any Default or Unmatured Default shall
exist, stating the nature and status thereof.

          (b)  Within 30 days after the end of each calendar month, for the
Company and its Subsidiaries, consolidated and consolidating unaudited balance
sheets and Capital Expenditure statements as at the close of each such month and
consolidated profit and loss statements for such month and for the period from
the beginning of the Company's fiscal year to the end of such month, in each
case prepared in accordance with Generally Accepted Accounting Principles and
setting forth in comparative form the corresponding figures for the comparable
periods in the preceding fiscal year, for the period from the beginning of such
fiscal year to the end of such month, and, in each case, in comparative form the
corresponding figures for the corresponding items in the budget for such periods
delivered by the Company to the Administrative Agent and the Lenders pursuant to
Section 6.1(c), all certified by the Company's Treasurer or Chief Financial
Officer and prepared in accordance with Generally Accepted Accounting
Principles, except with respect to the unaudited balance sheets which are not
adjusted to reflect (1) the carrying value of barter receivables and barter
payables in accordance with FASB No. 63 and (2) the classification of
outstanding debt between short term and long term.  In addition, such statements
will not include footnotes.

          (c)  As soon as available, (i) but in any event within 45 days after
the beginning of each fiscal year of the Company, a copy of the annual budget
prepared on a monthly basis for the Company and each market with respect to the
Radio Stations and Television Stations for such fiscal year reflecting cash flow
requirements and results of operations and (ii) any revisions to the budgets
previously delivered.

          (d)  Together with the financial statements required to be delivered
under Section 6.1(a) and the financial statements required to be delivered under
Section 6.1(b) for the last month of each fiscal quarter of the Company and, at
the Required Lenders' option, the financial statements required to be delivered
under Section 6.1(b) for any other month, a duly completed Compliance
Certificate.

          (e)  Within 180 days after the close of each fiscal year, a statement
of the Unfunded Liabilities of each Parent Plan, certified as correct by an
Authorized Officer of the Company and the Parent.

          (f)  As soon as possible and in any event within five Business Days
after an Authorized Officer of the Company learns that any Reportable Event has
occurred with respect to any Plan and, in the exercise of such officer's good
faith judgment, such officer determines that such Reportable Event is reasonably
likely to result in payment by the Company and its Subsidiaries in excess of
$4,000,000, in each such case, a statement, signed by the Chief Financial
Officer of the Company, describing said Reportable Event and the action which
the Company or the ERISA Affiliate (if applicable) proposes to take with respect
thereto.

          (g)  Promptly upon the furnishing thereof to the shareholders of the
Parent, copies of all financial statements, reports and proxy statements so
furnished.

          (h)  Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which the
Parent or any of its Subsidiaries files with the Securities and Exchange
Commission or the FCC.


                                       60


          (i)  Simultaneously with delivery to the holders of the Senior
Subordinated Debt, the Citicasters Subordinated Debt or the Liquid Yield Option
Notes, any report, financial statement, notice, certificate or other information
required to be delivered to any holder of Senior Subordinated Debt, Citicasters
Subordinated Debt or Liquid Yield Option Notes, respectively, pursuant to any of
the Senior Subordinated Debt Indentures, the Citicasters Subordinated Debt
Indenture or the Liquid Yield Option Note Documents and copies of all notices of
default delivered to the Company or the Parent by any such holder, promptly upon
receipt thereof by the Company or the Parent.

          (j)  Prior to or within five days after the date on which any License
is lost as described in Section 7.14, a certificate of an Authorized Officer of
the Company setting forth calculations in reasonable detail of the applicable
Broadcast Cash Flow percentages resulting from any such loss of a License or
Licenses.

          (k)  As soon as possible and in any event within 30 Business Days
after the end of each fiscal quarter of the Company, a certificate of an
Authorized Officer of the Company setting forth in reasonable detail (i) the
"Leverage Ratio" as defined in each of the Senior Subordinated Debt Indentures
and (ii) if as of the date of such certificate the Citicasters Subordinated Debt
remains outstanding and has not been effectively defeased, the "Debt to
Operating Cash Flow Ratio" as defined in the Citicasters Subordinated Debt
Indenture, in each case calculated as of the end of such fiscal quarter and
setting forth the maximum amount of Indebtedness which could be incurred such
that the Company would, upon such incurrence, not then be in violation of
Section 4.11 of each of the Senior Subordinated Debt Indentures or Section 4.7
of the Citicasters Subordinated Debt Indenture, as the case may be.

          (l)  In the event that barter revenue or barter expense shall for any
fiscal quarter exceed 5% of total revenues or total expenses, prompt notice
thereof from an Authorized Officer of the Company setting forth the applicable
amounts and the reason for the increase in barter revenue or expense.  The
Required Lenders shall have the right following receipt of such notice to
require that computations of Broadcast Cash Flow, Capital Expenditures, Current
Assets, Current Liabilities and Operating Cash Flows shall for such fiscal
quarter and thereafter exclude barter amounts.

          (m)  Such other information (including non-financial information) as
the Administrative Agent or any Lender may from time to time reasonably request.


     Section 6.2  NOTICE OF DEFAULT, LITIGATION ETC.  The Company will,
(a) within two Business Days after an Authorized Officer of the Parent or the
Company learns of the occurrence or existence thereof, give notice in writing to
the Administrative Agent of the occurrence of any Default or Unmatured Default
and (b) within five Business Days after an Authorized Officer of the Parent or
the Company learns of the occurrence or existence thereof, give notice to the
Administrative Agent in writing of (i) any litigation or other development
(other than the issuance or adoption of any new federal, state or local statute,
regulation or ordinance or any other development affecting the broadcasting
industry generally), financial or otherwise, which is reasonably likely to
materially adversely affect the business, properties, financial condition or
results of operations of the Parent and its Subsidiaries, taken as a whole, or
of the Company and its Subsidiaries, taken as a whole, or which is reasonably
likely to adversely affect the ability of the Parent, the Company or any of its
Subsidiaries to repay the Obligations as and when due or perform any of their
other respective obligations under the Loan Documents, (ii) the receipt by the
Parent, the Company or any of its Subsidiaries of any notice from any federal,
state or local governmental or regulatory body or authority of the expiration
without renewal, termination, material modification or suspension of, or
institution of any proceedings to terminate, materially modify, or suspend, any
license


                                       61


granted by the FCC or any other license now or hereafter held by the Parent, the
Company or any of its Subsidiaries which is required to operate any of the Radio
Stations or Television Stations in compliance with all applicable laws and
regulations, (iii) any federal, state or local statute, regulation or ordinance
or judicial or administrative order limiting or controlling the broadcast
operations of the Parent, the Company or any of its Subsidiaries which has been
issued or adopted hereafter and which is of material adverse importance or
effect in relation to the operation of any of the Radio Stations or Television
Stations (other than matters affecting the radio broadcast industry generally)
or (iv) the timely filing by any party of an application to the FCC for an
authorization for a new or modified broadcasting station that is in conflict
with any of the applications of the Parent, the Company or any of its
Subsidiaries for renewal of any licenses of the Radio Stations or Television
Stations.

     Section 6.3  FINANCIAL RATIOS.

     6.3.1     LEVERAGE RATIO.  The Company will maintain, as at the last day of
each fiscal quarter ending during the periods set forth below, a Leverage Ratio
not greater than the ratio set forth below opposite each such period:

                 Period                                   Ratio
                 ------                                   -----

          Original Closing Date through 06/29/97          7.00:1
          06/30/97 through 06/29/98                       6.75:1
          06/30/98 through 06/29/99                       6.25:1
          06/30/99 through 06/29/00                       5.75:1
          06/30/00 through 06/29/01                       5.25:1
          For each fiscal quarter
          ending after 06/29/01                           4.75:1


                                       62


     6.3.2     SENIOR LEVERAGE RATIO.  The Company will maintain, as at the last
day of each fiscal quarter ending during the periods set forth below, a Senior
Leverage Ratio not greater than the ratio set forth below opposite each such
period:

                 Period                                   Ratio
                 ------                                   -----

          Original Closing Date through 06/29/97          5.50:1
          06/30/97 through 06/29/98                       5.25:1
          06/30/98 through 06/29/99                       4.75:1
          06/30/99 through 06/29/00                       4.50:1
          06/30/00 through 06/29/01                       4.25:1
          For each fiscal quarter
          ending after 06/29/01                           4.00:1


     6.3.3     INTEREST COVERAGE.  The Company will maintain, as at the last day
of each fiscal quarter ending during the periods set forth below, a ratio of
(a) Operating Cash Flow to (b) Cash Interest Expense, in each case calculated
for the four consecutive fiscal quarters then most recently ended for the
Company and its Subsidiaries on a consolidated basis, not less than the ratio
set forth below opposite each such period; PROVIDED, HOWEVER, (i)  for the
period ending on the last day of the first fiscal quarter of the Company ended
after the Original Closing Date (which quarter may be less than a full fiscal
quarter), Cash Interest Expense shall be annualized based upon the number of
days in such period from the Original Closing Date to the last day of such first
fiscal quarter ended after the Original Closing Date, (ii) for the period ending
on the last day of the second fiscal quarter of the Company ended after the
Original Closing Date, Cash Interest Expense will be the product of (A) the sum
of (x) Cash Interest Expense from clause (b)(i) above divided by 4 PLUS actual
Cash Interest Expense for the period from the first day of such second fiscal
quarter to the last day of such second fiscal quarter, MULTIPLIED BY (B) 2,
(iii) for the period ending on the last day of the third fiscal quarter of the
Company ended after the Original Closing Date, Cash Interest Expense will be the
product of (A) the sum of (x) Cash Interest Expense set forth in clause (b)(i)
above divided by 4 PLUS actual Cash Interest Expense for the period from the
first day of such second fiscal quarter to the last day of such third fiscal
quarter, MULTIPLIED BY (B) 1.33, and (iv) for the period ending on the last day
of the fourth fiscal quarter of the Company ended after the Original Closing
Date, Cash Interest Expense will be the sum of (A) an amount equal to the


                                       63


amount of Cash Interest Expense set forth in clause (b)(i) above DIVIDED BY 4,
and (B) actual Cash Interest Expense for the period from the first day of such
second fiscal quarter to the last day of such fourth fiscal quarter:

                 Period                                   Ratio
                 ------                                   -----

          Original Closing Date through 06/29/97          1.50:1
          06/30/97 through 06/29/98                       1.75:1
          For each fiscal quarter
              ending after 06/29/98                       2.00:1

     6.3.4     FIXED CHARGE COVERAGE.  The Company will maintain, as at the last
day of any fiscal quarter a ratio of (i) Operating Cash Flow to (ii) Fixed
Charges, in each case calculated for the four consecutive fiscal quarters then
most recently ended for the Company and its Subsidiaries on a consolidated
basis, of not less than 1.05 to 1.0; PROVIDED, HOWEVER, that for each quarterly
period ending on the last day of each of the first, second, third and fourth
fiscal quarters of the Company ended after the Original Closing Date, (A) the
Cash Interest Expense component of Fixed Charges shall be determined as provided
in Section 6.3.3 and (B) the components of Fixed Charges contained in clauses
(iii), (iv) and (v) of the definition of Fixed Charges shall be determined on a
consolidated historical PRO FORMA twelve-month trailing basis as if the
transactions occurring on the Original Closing Date had occurred on the first
day of such first fiscal quarter.

     Section 6.4  CONDUCT OF BUSINESS; MAINTENANCE OF LICENSES.  The Company
will, and will cause each of its Subsidiaries to, (a) carry on and conduct the
business conducted (or proposed to be conducted, as contemplated by the
Information Memorandum dated January 1997 relating to the Company) by the
Company and its Subsidiaries on the Effectiveness Date and any and all
businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses; (b) do all things necessary to remain
duly incorporated, validly existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted; and (c) do all things necessary to renew, extend and continue in
effect all permits, licenses and authorizations which may at any time and from
time to time be necessary to operate the Radio Stations and Television Stations
in compliance with all applicable laws and regulations.

     Section 6.5  TAXES.  The Company will, and will cause each of its
Subsidiaries to, pay, before they become delinquent, all taxes, assessments and
governmental charges and levies upon it or its income, profits or property
(including any interest, penalties or additions with respect thereto), except
those which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves have been set aside in accordance with
Generally Accepted Accounting Principles.

     Section 6.6  INSURANCE.  The Company will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurance
companies insurance on all their property in such amounts and covering such
risks as is consistent with sound business practice and is acceptable to the
Required Lenders, and the Company will furnish to any Lender upon request full
information as to the insurance carried and shall maintain the Administrative
Agent and the Lenders as named additional insureds as their interest may appear
on each such policy and each such policy, as appropriate, shall contain a
lender's loss payee endorsement in form and substance satisfactory to the
Administrative Agent in favor of the Administrative Agent on behalf of the
Agents and the Lenders.


                                       64


     Section 6.7  COMPLIANCE WITH LAWS AND FCC FILINGS IN CONNECTION WITH LOAN
DOCUMENTS.  The Company will, and will cause each of its Subsidiaries to, comply
with all laws (including, without limitation, the Communications Act), rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject, including, without limitation, all Environmental Laws and all
rules and regulations promulgated by the FCC and all FCC authorizations, except
where the failure to so comply would not have a material adverse effect on the
business, properties, financial condition or results of operations of the Parent
and its Subsidiaries, taken as a whole, or of the Company and its Subsidiaries,
taken as a whole, and would not result in the loss, cancellation, rescission,
termination or revocation of any broadcast license granted to the Company or any
of its Subsidiaries by the FCC.  Within five days after the Effectiveness Date,
the Company shall have made all necessary filings with the FCC, if any, in
connection with the execution, delivery and performance of the Loan Documents
and the transactions contemplated thereby, including, without limitation, the
applicable FCC filings set forth on Schedule 5.3 hereto.

     Section 6.8  MAINTENANCE OF PROPERTIES.  The Company will, and will cause
each of its Subsidiaries to, do all things necessary to maintain, preserve,
protect and keep its properties in good repair, working order and condition, and
make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times.

     Section 6.9  INSPECTION, ETC.  The Company will, and will cause each of its
Subsidiaries to, permit the Administrative Agent and any Lender, by their
respective representatives and agents, to inspect any of the properties,
corporate books and financial records of the Company and each of its
Subsidiaries, to examine and (except in the case of confidential information
relating to the Company's relationship with third parties) make copies of the
books of accounts and other financial records of the Company and each of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Company
and each of its Subsidiaries with, and to be advised as to the same by, their
respective officers at such reasonable times and intervals as any Lender may
designate by reasonable prior notice to the Company.  The Company shall provide
to the Administrative Agent such appraisals of the Parent's, the Company's and
each of its Subsidiaries' properties as the Administrative Agent or any Lender
is required to obtain by any law or governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title
XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
and any rules promulgated to implement such provisions.

     Section 6.10  RESTRICTED PAYMENTS.  The Company will not, nor will it
permit any of its Subsidiaries to, (a) declare or pay any dividends on its
capital stock, or return any capital to its stockholders or authorize or make
any other distribution, payment or delivery of property or cash to its
stockholders in respect of its capital stock, (b) redeem, repurchase or
otherwise acquire or retire, directly or indirectly, any of its capital stock or
the capital stock of the Parent at any time outstanding (or any options,
warrants or rights issued with respect to its capital stock) or (c) make any
payment or prepayment of principal of, premium, if any, or interest on,
redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund
or similar payment with respect to, any Subordinated Debt or set aside any funds
for any of the foregoing purposes (collectively, the "Restricted Payments"),
except:  (i) so long as no Default or Unmatured Default shall have occurred and
be continuing or would result therefrom, the Company may declare and pay
dividends to the Parent for the purposes of repurchasing the Parent's stock but
only to the extent such stock repurchases constitute Permitted Stock Repurchases
by the Parent, PROVIDED, HOWEVER, prior to the payment of any such dividend by
the Company, the Parent shall have delivered to the Administrative Agent an
officer's certificate executed by


                                       65


an Authorized Officer of the Parent stating that the proceeds of such dividends
shall be used by the Parent for the repurchase of Parent's stock which purchase
constitutes a Permitted Stock Repurchase; (ii) so long as no Default or
Unmatured Default shall have occurred and be continuing or would result
therefrom, the Company may declare and pay dividends during any fiscal year in
an amount not to exceed 50% of Excess Cash Flow for the immediately preceding
fiscal year, PROVIDED, HOWEVER, in any fiscal year (the "Current Fiscal Year")
in which the Leverage Ratio was equal to or greater than 5.00 to 1.00 at the end
of such preceding fiscal year, the Company shall only be permitted to pay
dividends to the Parent in an amount not to exceed 25% of Excess Cash Flow
during the Current Fiscal Year; (iii) any Wholly-Owned Subsidiary may declare
and pay dividends to the Company; (iv) so long as no Default or Unmatured Event
of Default shall have occurred and be continuing or would result therefrom, the
Company may declare and pay dividends to the Parent in an amount necessary to
permit the Parent to satisfy its legally required obligations in respect of
dissenter's rights for shareholders of the Parent; (v) the Company may make the
scheduled periodic payments of interest in respect of any Subordinated Debt
permitted under Section 6.11(g) in accordance with the terms thereof (as in
effect on the Effectiveness Date or, if such Subordinated Debt is issued after
the Effectiveness Date, on the date of issuance of such Subordinated Debt or as
amended in accordance with the terms of this Agreement), but subject to the
subordination provisions contained in the Senior Subordinated Debt Indentures,
the Citicasters Subordinated Debt Indenture or other indenture, agreement or
instrument pursuant to which such Subordinated Debt is issued, as applicable;
and (vi) the Company may defease the Citicasters Subordinated Debt.  The Parent
may use dividends and distributions permitted by clause (ii) of this
Section 6.10 for any corporate purpose, including the repurchase of Parent's
stock; and stock so repurchased shall not be considered to be Permitted Stock
Repurchases in calculating the limitation on Permitted Stock Repurchases.
Neither the assumption nor the payment of Indebtedness of any Person being
acquired by the Parent as part of a Permitted Acquisition shall be deemed to be
prohibited by this Section 6.10, whether such Indebtedness is paid directly by
the Company or any of its Subsidiaries or is paid with the proceeds of any
dividend or other distribution by the Company to the Parent, so long as the
acquired Person is immediately upon the acquisition thereof contributed to the
Company as a capital contribution.

     Section 6.11  INDEBTEDNESS.  The Company will not, nor will it permit any
of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:

          (a)  Indebtedness under this Agreement and the other Loan Documents,
including, without limitation, Indebtedness consented to by the Required Lenders
to the extent such Indebtedness is permitted to be incurred pursuant to
Section 8.2(d).

          (b)  Guarantees (excluding Guarantees of obligations of Subsidiaries
of the Company to the extent that the obligations guaranteed thereby do not
constitute Indebtedness and the obligations so guaranteed are permitted to be
incurred by such Subsidiary hereunder), in an amount not to exceed, without
duplication when aggregated with the Indebtedness permitted under clauses (d)
and (f) of this Section 6.11, $10,000,000 at any one time outstanding.

          (c)  Indebtedness of (i) the Company to any Wholly-Owned Subsidiary
(other than an Excluded Subsidiary and other than IR) provided that any such
Indebtedness is subordinated to the Obligations on subordination terms
satisfactory to the Administrative Agent, (ii) any Wholly-Owned Subsidiary to
any other Wholly-Owned Subsidiary (other than an Excluded Subsidiary and other
than IR) to the extent, but only to the extent, that the proceeds of such
Indebtedness are used by Subsidiaries of the Company for working capital and
other general corporate purposes of such Subsidiary or (iii) any


                                       66


Wholly-Owned Subsidiary (other than an Excluded Subsidiary and other than IR) to
the Company (A) to the extent, but only to the extent, that the proceeds of such
Indebtedness are used by such Wholly-Owned Subsidiary for working capital and
other general corporate purposes of such Subsidiary which Indebtedness is
evidenced by Intercompany Demand Notes which have been pledged and delivered to
the Administrative Agent, duly endorsed in blank by the Company, pursuant to the
Company Pledge Agreement or (B) with respect to Intercompany Acquisition Loans,
which Indebtedness is evidenced by Intercompany Acquisition Notes which have
been pledged and delivered to the Administrative Agent, duly endorsed in blank
by the Company, pursuant to the Company Pledge Agreement; provided that with
respect to each Intercompany Acquisition Note executed by any such Subsidiary in
favor of the Company, the Company shall cause each such Subsidiary to enter into
such Mortgage, Uniform Commercial Code financing statements and amendments to
Mortgages as may be reasonably requested by the Administrative Agent.

          (d)  Indebtedness incurred to fund Capital Expenditures to the extent
permitted pursuant to Section 6.18 in an amount not to exceed, when aggregated
with the Indebtedness permitted under clauses (b) and (f) of this Section 6.11,
$10,000,000 at any one time outstanding.

          (e)  Existing Indebtedness identified on Schedule 6.11(e) hereto.

          (f)  Additional Indebtedness in an amount not to exceed, when
aggregated with Indebtedness permitted under clauses (b) and (d) of this
Section 6.11, $10,000,000 at any one time outstanding.

          (g)  The Senior Subordinated Debt, the Citicasters Subordinated Debt
and additional Subordinated Debt to be incurred by the Company after the
Effectiveness Date and Guaranties by the Parent and the Subsidiaries of the
Company thereof; provided with respect to any Subordinated Debt issued after the
Effectiveness Date that (i) such additional Subordinated Debt shall be issued at
market rates and on terms (including, without limitation, maturity,
amortization, interest, premiums, fees, covenants, events of default and
remedies) substantially similar to (and in any event not different in any manner
materially adverse to the Lenders from) the Senior Subordinated Debt, as
determined by the Agents in their sole discretion, (ii) no Default or Unmatured
Default shall exist at the time such Subordinated Debt is issued or shall result
from the issuance thereof, (iii) the proceeds from the issuance of such
Subordinated Debt are applied pursuant to Section 2.8(d), (iv) the Company shall
be in compliance with the financial ratios set forth in Section 6.3 on a PRO
FORMA basis after giving effect to the incurrence of such Subordinated Debt for
the four completed fiscal quarters immediately preceding the issuance thereof,
determined as if such issuance had occurred on the first day of such four fiscal
quarter period, and (v) the Company shall have delivered to the Administrative
Agent and each Lender a certificate of an Authorized Officer of the Company
certifying compliance with clauses (i) through (iv) above, setting forth the
calculations with respect thereto.

     Section 6.12  MERGER.  The Company will not, nor will it permit any of its
Subsidiaries to, merge or consolidate with or into any other person, except that
(i) any Wholly-Owned Subsidiary not holding an FCC Broadcast Station License may
merge into the Company or another Wholly-Owned Subsidiary and (ii) a Subsidiary
of the Company may merge with or into a Subsidiary of the Company or another
Person (other than the Company) in connection with, and for the purpose of
consummating a Permitted Acquisition.  Notwithstanding the foregoing, in any
such merger or consolidation either a Subsidiary of the Company which has issued
a Subsidiary Guaranty shall be the surviving corporation or the surviving
corporation shall enter into a new Subsidiary Guaranty, a Subsidiary Security
Agreement, a


                                       67


Subsidiary Mortgage and, if applicable, a Subsidiary Pledge Agreement and a
Subsidiary Trademark Security Agreement.

     Section 6.13  SALE OF ASSETS.  From and after the Effectiveness Date, the
Company will not, nor will it permit any of its Subsidiaries to, without the
prior written approval of the Required Lenders, lease, sell, transfer or
otherwise dispose of any of its property, assets or business to any other Person
(a "Disposition") except for:

          (a)  Dispositions of inventory or of equipment which is no longer
useful or is obsolete or is being replaced, in each case in the ordinary course
of business;

          (b)  Dispositions of those assets described in Schedule 6.13 hereto
with respect to which the Company or the Parent has entered into negotiations
prior to the date hereof;

          (c)  Dispositions of Radio Stations or Television Stations other than
Excluded Television Station Sales so long as:

               (i)  during any four-quarter period, the Station Broadcast Cash
     Flow of the Radio Stations or Television Stations being disposed of (other
     than those which are disposed of as Excluded Television Station Sales) does
     not exceed, in the aggregate, 15% of Broadcast Cash Flow during that four-
     quarter period; and

               (ii) the aggregate Station Broadcast Cash Flow of Radio Stations
     or Television Stations disposed of since the Effectiveness Date, including
     the proposed disposition (but excluding Television Stations disposed of as
     Excluded Television Station Sales), would not exceed 30% of Broadcast Cash
     Flow for the four-quarter period ended immediately prior to the date of the
     then-proposed disposition.  For the purposes of paragraph (f) of this
     Section 6.13 and this paragraph (c); the "Station Broadcast Cash Flow" of
     each Radio Station or Television Station disposed of shall mean the
     Broadcast Cash Flow of such station for the four-quarter period ended
     immediately prior to the date such station was disposed of or is currently
     proposed to be disposed of.  The Station Broadcast Cash Flow so calculated
     for each station shall remain the Station Broadcast Cash Flow of such
     station for all future calculations of Station Broadcast Cash Flow.

     The Company shall deliver a certificate of an Authorized Officer of the
Company to the Administrative Agent on or prior to the date on which the Company
or any of its Subsidiaries makes or proposes to make a Disposition pursuant to
this Section 6.13(c) setting forth calculations in reasonable detail of the
applicable Station Broadcast Cash Flow/Broadcast Cash Flow percentages resulting
from any such Disposition and certifying compliance with this Section 6.13(c).
For purposes of this Section 6.13(c) any Station Broadcast Cash Flow relating to
the Disposition of (A) any Radio Station located in St. Louis or Kansas City,
(B) the Q102 radio station, as described in the Confidential Information
Memorandum dated January 1997 relating to the Company or (C) any radio station
disposed of as part of any Acquisition set forth on Schedule 1.2 hereto, shall
not be included in determining compliance with the 15% and 30% limits set forth
in clauses (i) and (ii) hereof above.

          (d)  Dispositions of Non-broadcast Assets so long as the proceeds of
such Dispositions are applied to Permitted Non-broadcast Proceeds Applications
or to repay Obligations in accordance with the terms and provisions of
Section 2.8(b);


                                       68


          (e)  Dispositions in connection with (i) a swap of any Television
Station for one or more radio stations (including, without limitation, any
Television Station acquired in a Television Swap Acquisition pursuant to
Section 6.18(a)) or (ii) a swap of any radio stations or properties related
thereto acquired for cash after the Original Closing Date for a purchase price
of less than $75,000,000 for one or more radio stations (each transaction under
clause (i) or (ii), a "Permitted Swap Disposition").  In the event all or part
of the consideration for the disposition of any radio station described in
clause (ii) above is received in cash and such cash is used within 180 days of
receipt thereof to acquire any radio property or Television Station acquired
pursuant to Section 6.15 and satisfying section (f) of the definition of
Permitted Acquisition (any such Television Station, a "Permitted Television
Station"), the radio station initially disposed of shall be deemed to have been
swapped for such newly acquired radio property or Permitted Television Station
as of the date of such acquisition in a Permitted Swap Disposition.  Any assets
received in connection with a Permitted Swap Disposition shall have a Fair
Market Value, determined in good faith by the Company, at least equal to the
assets transferred by the Company and its Subsidiaries as a result of such
Permitted Swap Disposition; for purposes of calculating compliance with the 15%
and 30% limits set forth in clauses (i) and (ii) of paragraph (c) above to the
extent that such consideration is not reinvested as provided for in this clause
(e), the Company and its Subsidiaries shall be deemed to have disposed of a
portion of the Station Broadcast Cash Flow of each Television Station or radio
station transferred by them in any Permitted Swap Disposition equal to the
percentage of the aggregate Fair Market Value of all the consideration received
by any of them in such Permitted Swap Disposition that is represented by cash or
consideration other than radio properties or Television Stations at the time of
such determination;

          (f)  Dispositions of Television Stations after the Effectiveness Date
that have Station Broadcast Cash Flow not exceeding $15,000,000 in the aggregate
("Excluded Television Station Sales"); and

          (g)  Dispositions constituting Tower Leases, provided that each Tower
Lease is subject and subordinate to the mortgage of the Lenders on the
applicable tower.  The Lenders hereby authorize and direct the Administrative
Agent to enter into any agreement of quiet enjoyment or non-disturbance the
Administrative Agent believes necessary or appropriate in connection with any
Tower Lease.

     Notwithstanding the foregoing, no Disposition shall be permitted under
clauses (b) through (g) above (i) if a Default shall have occurred and be
continuing or a Default or Unmatured Default shall result therefrom and
(ii) unless the board of directors of the Company determines in good faith that
the Company or such Subsidiary of the Company, as applicable, receives Fair
Market Value for such Disposition, it being understood that in the event a
qualified intermediary is used in connection with any Disposition, the
determination of Fair Market Value shall be determined based upon the
consideration initially received by the qualified intermediary from the third
party.  All of the net cash proceeds of any Disposition shall be applied as
specified in Section 2.8, and all other proceeds shall be pledged to the
Administrative Agent to secure the Obligations, and when and as such proceeds
are reduced to cash, such cash shall be applied as specified in Section 2.8;
provided that, if any Cash Equivalents are received as proceeds from any such
Disposition, all such Cash Equivalents must be converted into or reduced to cash
within two (2) Business Days after the date of any such Disposition and such
cash proceeds must immediately be applied as specified in Section 2.8(b).

     A qualified intermediary (as defined in Treasury Regulation 1.1031(k)-
1(g)(4)) shall not be used in connection with any Disposition if as a result of
such use the aggregate amount of assets held in qualified intermediaries would
be in excess of $15,000,000, unless the Company shall have delivered to


                                       69


the Administrative Agent, prior to and as a condition of such use, a certificate
of an Authorized Officer of the Company stating that (A) as of the last day of
and for the most recent twelve-month period for which financial statements have
been delivered pursuant to Section 6.1, the Company is in compliance on a PRO
FORMA basis with all covenants (including, without limitation, financial
covenants) after giving effect to such Disposition as if it had been consummated
on the first day of such period but without giving effect to the receipt of any
proceeds that will be held by the qualified intermediary, (B) immediately before
and after giving effect to such Disposition, all the representations and
warranties set forth in the Loan Documents shall be true and correct in all
material respects (except those representations and warranties that speak only
as of a different date) and no Default or Unmatured Default shall exist and
(C) to the best of such officer's knowledge, there is no circumstance or event
existing or reasonably likely to occur that could reasonably be expected to
result in a Default existing at any time that assets will be held in a qualified
intermediary in respect of such Disposition.  In the event that the Leverage
Ratio would be 5.5 to 1 or greater or the Senior Leverage Ratio would be 4.0 to
1 or greater, in each case on a PRO FORMA basis as so determined for such day
and period, the maximum aggregate amount of assets that may be held in qualified
intermediaries after giving effect to such Disposition shall be $50,000,000,
PROVIDED that in connection with the Par/Entercom and the Q-102 transactions
described on Schedule 1.2 hereto (a) a maximum aggregate amount of up to
$61,000,000 may be deposited with qualified intermediaries at any one time
consisting solely of up to $16,000,000 in respect of the Q-102 transaction and
up to $45,000,000 in respect of such Par/Entercom transaction and (b) during the
period beginning five Business Days before the date of the closing of the Par
acquisition described on Schedule 1.2 hereto and ending on such date an
additional amount of up to $27,000,000 may be deposited with qualified
intermediaries in respect of the Par/Entercom transaction.  In each case in
which a qualified intermediary is used, the Company shall (i) have determined
that such qualified intermediary is creditworthy and is capable of performing
its obligations as a qualified intermediary and (ii) in any agreement with such
qualified intermediary provide that all payments to be made to the Company, the
Parent or any of their Subsidiaries by the qualified intermediary shall be made
to a cash collateral account established by the Administrative Agent under the
Cash Collateral Account Agreement for such purpose.

     The Company will not, nor will it permit any of its Subsidiaries to, sell,
discount (except to the obligor thereof in the ordinary course of business) or
otherwise dispose of any Receivables or any interest therein, with or without
recourse, other than Receivables generated by a Radio Station or a Television
Station which are sold to a purchaser of such Radio Station or such Television
Station, respectively.

     Section 6.14  SALE AND LEASEBACK.  The Company will not, nor will it permit
any of its Subsidiaries to, sell or transfer any property in order to
concurrently or subsequently lease as lessee such or similar property.

     Section 6.15  INVESTMENTS AND ACQUISITIONS.  The Company will not, nor will
it permit any of its Subsidiaries to, make or suffer to exist any Investments
(including, without limitation, loans and advances to, and other Investments in,
the Company or its Subsidiaries), or commitments therefor, or to create any
Subsidiary or to become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any interest in any Person, except for:

          (i) Permitted Acquisitions which may be consummated without violating
     any of the other terms hereof, provided that the Administrative Agent for
     the benefit of the Agents and the Lenders has received a perfected first
     priority security interest in the assets so acquired or the assets and
     stock of the Subsidiary so acquired which shall be used to accomplish any
     such Acquisition as required pursuant to Section 2.17, provided further,
     however, that the Lenders


                                       70


     agree that the Administrative Agent will not receive a security interest in
     either such assets or stock if and to the extent that such security
     interest in favor of the Administrative Agent would violate applicable law;
     and

          (ii) the following Investments, so long as the Administrative Agent
     for the benefit of the Agents and the Lenders has received a perfected
     first priority security interest in such Investments except for (1) the
     Investments described in Section 6.15(c)(iv); (2) the Investments described
     in Section 6.15(g) (to the extent that such Investments are not evidenced
     by stock certificates or, if any Investment is in an amount of $1,000,000
     or more, other instruments); (3) to the extent not permitted with respect
     to the Investments described on Schedule 6.15(f) hereto or (4) investments
     described in Section 6.15(h):

               (a)  Short-term obligations of, or fully guaranteed by, the
     United States of America.

               (b)  Commercial paper or money market mutual funds rated A-1 or
     better by Standard and Poor's Ratings Group or P-1 or better by Moody's
     Investors Service, Inc. or the Dreyfus Cash Management Fund or the American
     Advantage Money Market Fund.

               (c)  Demand deposit accounts maintained in the ordinary course of
     business at one or more of the Lenders or pursuant to an account agreement
     which shall be satisfactory to the Administrative Agent, and (i) petty cash
     in an amount not to exceed, in the aggregate for all Radio Stations and
     Television Stations, $750,000 plus an additional $12,000 following the
     consummation of each Acquisition at any time after the Effectiveness Date,
     (ii) accounts established by the Company or any of its Subsidiaries in
     connection with promotions with funds and other amounts credited thereto
     not to exceed $50,000 in the aggregate at any time, (iii) payroll accounts,
     provided that the amount credited thereto shall not on any day exceed the
     sum of all payroll checks then outstanding plus the aggregate amount of all
     payroll checks to be issued on the next Business Day plus $10,000, (iv) an
     account maintained by the Company to fund withdrawals from its 401(k) plan,
     provided that amounts credited thereto shall not exceed the sum of all
     401(k) withdrawals then pending plus $500, (v) disbursement accounts,
     provided that amounts credited thereto shall not on any day exceed the
     amount of checks presented for payment on such account and which remain
     unpaid, and (vi) funds held pursuant to customary lock-box arrangements,
     provided that such funds shall be deposited in an account maintained at one
     or more of the Lenders or pursuant to an account agreement satisfactory to
     the Administrative Agent not later than one Business Day after the day on
     which funds are first deposited in any such lock-box.

               (d)  Certificates of deposit issued by and time deposits with
     commercial banks (whether domestic or foreign) having capital and surplus
     in excess of $500,000,000.

               (e)  Loans and advances constituting Indebtedness of the Company
     or a Wholly-Owned Subsidiary permitted by the terms of Section 6.11(c),
     provided that, with respect to any such Indebtedness of a Wholly-Owned
     Subsidiary to the Company, such Indebtedness shall be evidenced by an
     Intercompany Demand Note or an Intercompany Acquisition Note which has been
     pledged and delivered to the Administrative Agent (duly endorsed in blank)
     pursuant to the Company Pledge Agreement and shall be secured by
     substantially all of the assets of such Subsidiary pursuant to the
     Intercompany Security Agreement.


                                       71


               (f)  The Investments set forth on Schedule 6.15(f) hereto.

               (g)  Additional Investments not exceeding, in the aggregate for
     the Company and its Subsidiaries, $30,000,000 at any one time outstanding,
     provided that no Default shall have occurred and be continuing at the time
     any such Investment pursuant to this Section 6.15(g) is made or would
     result therefrom, provided further that no such additional Investments
     shall be made in any Excluded Subsidiary or in the Parent, Z/C or any of
     their Affiliates (other than Subsidiaries of the Company which are not
     Excluded Subsidiaries).

               (h)  Funds, in an amount not in excess of $30,000 maintained in a
     segregated account at KeyBank National Association, in which the
     Administrative Agent and the Lenders shall not have a Lien, which funds
     shall be used for the purpose of making payments in respect of cash option
     elections and fractional shares and fractional warrants.

     Section 6.16  GUARANTIES.  The Company will not, nor will it permit any of
its Subsidiaries to, make or suffer to exist any Guaranty (including, without
limitation, any Guaranty of the obligations of a Subsidiary of the Company),
except (a) Guaranties arising under the Collateral Documents, (b) those
Guaranties identified on Schedule 6.11(e), (c) Guaranties of obligations of
Subsidiaries of the Company to the extent that the obligations guaranteed
thereby do not constitute Indebtedness and the obligations so guaranteed are
permitted to be incurred by such Subsidiary hereunder and (d) Guaranties
permitted under Sections 6.11(b), 6.11(f) and 6.11(g).

     Section 6.17  LIENS.  The Company will not, nor will it permit any of its
Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on any of
the property or assets of the Company or any of its Subsidiaries, except:

          (a)  Liens for taxes, assessments or governmental charges or levies on
its property and assets if the same shall not, at the time, be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and
by appropriate proceedings diligently conducted and with respect to which the
Company or such Subsidiary is maintaining adequate reserves in accordance with
Generally Accepted Accounting Principles.

          (b)  Liens imposed by law, such as carriers', warehousemen's and
mechanics' liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than sixty (60) days past
due or are being contested in good faith and by appropriate proceedings
diligently conducted and with respect to which the Company or such Subsidiary is
maintaining adequate reserves in accordance with Generally Accepted Accounting
Principles.

          (c)  Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation and deposits made in the
ordinary course of business to secure obligations to public utilities and under
leases and contracts (other than contracts for Indebtedness).

          (d)  Utility easements, building restrictions, reservations,
encroachments, easements, exceptions, rights-of-way, covenants, conditions and
such other title exceptions, encumbrances or charges against real property as
are of a nature generally existing with respect to properties of a similar
character and which do not in any material way affect the marketability of the
same or interfere with the use thereof in the business of the Company or its
Subsidiaries.


                                       72


          (e)  Attachments, judgments and other similar Liens arising in
connection with court proceedings, provided that the execution or other
enforcement of such Liens is effectively stayed and the claims secured thereby
are being contested in good faith by appropriate proceedings diligently
conducted.

          (f)  Liens on property of a Subsidiary of the Company, provided that
such Liens secure only obligations owing by such Subsidiary of the Company or
another Subsidiary of the Company and are assigned to the Administrative Agent
for the ratable benefit of the Lenders.

          (g)  Liens in favor of the Administrative Agent and the Lenders
created pursuant to the Collateral Documents.

          (h)  Liens granted to secure the Indebtedness permitted by
Section 6.11(d) or (f), provided that no such Lien shall extend to any property
other than the property purchased concurrently with the incurrence of such
Indebtedness.

          (i)  Existing Liens identified on Schedule 6.17(i) hereto.

          (j)  In the event the Company shall defease all or part of the
Citicasters Subordinated Debt, Liens arising in favor of the holders thereof in
respect of the assets used to defease the Citicasters Subordinated Debt.

     Section 6.18  CAPITAL EXPENDITURES.  The Company will not, nor will it
permit any of its Subsidiaries to, make, or commit to make, without double-
counting, Capital Expenditures (other than Capital Expenditures made with
insurance proceeds to repair or replace damaged, destroyed, lost or stolen fixed
assets not in excess of $5,000,000 per fiscal year and Capital Expenditures
financed with Net Cash Proceeds from the asset sales made by the Company and its
Subsidiaries in the ordinary course of their respective businesses which are
permitted to be retained by the Company and its Subsidiaries pursuant to
Section 2.8) other than the following:

          (a)  Permitted Acquisitions.

          (b)  Capital Expenditures incurred by the Company and its Subsidiaries
in connection with broadcast radio or television operations owned or managed by
the Company and its Subsidiaries on the Original Closing Date in an amount not
to exceed the sum of $10,000,000 PLUS the applicable New Station Capex Increase
(if any) in the aggregate during any fiscal year of the Company (collectively,
the "Existing Radio Expenditure Maximum").

          (c)  Capital Expenditures incurred by the Company and its Subsidiaries
in connection with broadcast radio or television stations (other than those
referred to in clause (b) of this Section 6.18) which are acquired by the
Company and its Subsidiaries after the Original Closing Date (each, a "New
Station") in an amount not to exceed $300,000 for each such New Station or
multiple New Stations using a single facility during the fiscal year in which
such radio operations are first acquired ("New Radio Expenditure Maximum").

          (d)  Capital Expenditures incurred by the Company and its Subsidiaries
in connection with the acquisition of a studio facility in Tampa, Florida in an
amount not to exceed $3,000,000.


                                       73


     Notwithstanding the foregoing, if in any fiscal year of the Company, the
Company expends or commits to expend, without double-counting, less than the
Existing Radio Expenditure Maximum or the New Radio Expenditure Maximum for any
broadcast radio station, an amount equal to the difference between the Existing
Radio Expenditure Maximum or the New Radio Expenditure Maximum for any broadcast
radio station, as the case may be, and the amount actually expended or committed
to be expended, without double-counting, in such fiscal year may be expended in
the immediately subsequent fiscal year in addition to the Existing Radio
Expenditure Maximum or the New Radio Expenditure Maximum for such broadcast
radio station, respectively, otherwise permitted to be expended in such
subsequent year.

     Section 6.19  RENTALS.  The Company will not, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist obligations for Rentals in
excess of $10,000,000 during any one fiscal year in the aggregate for the
Company and its Subsidiaries.

     Section 6.20  AFFILIATES.  Except for transactions described in Schedule
6.20 hereto, the Company will not, and will not permit any of its Subsidiaries
to, enter into any transaction (including, without limitation, the purchase or
sale of any property or service), with, or make any payment or transfer to, any
Affiliate except in the ordinary course of business and pursuant to the
reasonable requirements of the Company's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Company or such Subsidiary
than the Company or such Subsidiary would obtain in a comparable arm's-length
transaction and except that the Company and its Subsidiaries may enter into tax
sharing arrangements with the Parent pursuant to which the Company and its
Subsidiaries may make payments to the Parent with respect to the Company's
federal, state, or local income or franchise tax liabilities where the Company
is included in a consolidated, unitary or combined return filed by the Parent
pursuant to an agreement in form and substance acceptable to the Agents;
provided that the aggregate amount of payments made by the Company and its
Subsidiaries pursuant to any such agreement shall not exceed the hypothetical
stand-alone liability of the Company and its Subsidiaries for such taxes
(determined as if the Company and its Subsidiaries were a separate consolidated,
unitary or combined group).

     Section 6.21  MANAGEMENT FEES.  The Company will not, nor will it permit
any of its Subsidiaries to, pay or become obligated to pay, any management or
other similar fee to Z/C, any of its Affiliates or the Parent other than (a) to
Z/C or any of its Affiliates for reasonable and customary fees for services
actually rendered by professionals, (b) to the Parent to reimburse the Parent
for actual, reasonable out-of-pocket administrative, accounting, legal and rent
expense incurred directly by the Parent on behalf of the Company and its
Subsidiaries in the ordinary course of business and pursuant to the reasonable
requirements of the Company's and its Subsidiaries' business and (c) the Company
may pay to the Parent an annual management fee ("Annual Management Fee") payable
only one time during the last ten (10) days of each calendar year, in a maximum
amount equal to $100,000 in excess of the original issue discount on the Liquid
Yield Option Notes for such calendar year.  The Annual Management Fee may be
paid in cash, provided that any payments received by Parent will be deposited in
the Parent Account and are subject to the provisions of the Parent Account
Assignment and the Parent Guaranty.

     Section 6.22  INTEREST RATE PROTECTION, ETC.  (a)  At any time when the
one-month Eurodollar Base Rate equals or exceeds 8.00% per annum, the Company
shall enter into (to the extent it has not already done so) interest rate
protection agreements (each, a "Rate Hedging Agreement") with one or more
financial institutions (provided that such financial institution or financial
institutions are offering


                                       74


terms and conditions generally available within the applicable market at such
time), which Rate Hedging Agreements, when taken together, shall have an
aggregate notional principal amount at least equal to 50% of the aggregate
principal amount of the Loans outstanding on the date of such agreement (the
"Hedged Amount") pursuant to which the effective interest rate (inclusive of all
fees and costs related to the Rate Hedging Agreements) payable by the Company
with respect to such Hedged Amount will be fixed or capped at a rate no greater
than 8.00% per annum plus the Applicable Margin for a period ending not earlier
than the third anniversary of the first date on which such interest rate equals
or exceeds 8.00% per annum.  All obligations by the Company to any Lender (or an
Affiliate thereof) under any Rate Hedging Agreement shall be secured by the
Collateral, PARI PASSU, with the Obligations under the Loan Documents and shall
be guaranteed pursuant to the Parent Guaranty and the Subsidiary Guaranty.

          (b)  Neither the Company nor any of its Subsidiaries shall enter into
or become liable (directly or indirectly, absolutely or contingently) in any way
under or with respect to any interest rate protection agreement (including,
without limitation, any interest rate swaps, caps, floors, collars or similar
agreements) or any currency swaps or similar agreements except as required under
Section 6.22(a) and except for such other interest rate protection agreements
entered into by the Company (provided that any such agreements shall not be
speculative in nature) with an aggregate notional principal amount, when
combined with the notional principal amount of any Rate Hedging Agreements then
maintained pursuant to Section 6.22(a), not in excess of the outstanding
principal amount of the Loans at such time.

     Section 6.23  CERTAIN AGREEMENTS. The Company shall not, and shall not
permit any of its Subsidiaries to, enter into, assume or otherwise become liable
under any agreement (other than the Loan Documents) which restricts the ability
of the Company or any of its Subsidiaries to (a) enter into amendments,
modifications or waivers of the Loan Documents, (b) sell, transfer or otherwise
dispose of its assets, (c) create, incur, assume or suffer to exist any Lien
upon any of its property, (d) create, incur, assume, suffer to exist or
otherwise become liable with respect to any Indebtedness or (e) make any
Restricted Payment, provided that (i) Capital Leases or agreements governing
purchase money Indebtedness which contain restrictions of the types referred to
in clauses (b) or (c) with respect to the property covered thereby and contracts
entered into the ordinary course of business which contain standard non-
assignment clauses shall be permitted and (ii) restrictions of the types
referred to in clauses (b) through (e) in the Citicasters Subordinated Debt
Indenture, in the Senior Subordinated Debt Indentures and in any indenture
pursuant to which additional Subordinated Debt is issued as contemplated by
Section 6.11(g) shall be permitted.

     Section 6.24  FISCAL YEAR; FISCAL QUARTER. The Company shall not, and shall
not permit any of its Subsidiaries to, change its fiscal year or any of its
fiscal quarters.

     Section 6.25  AMENDMENT TO OTHER AGREEMENTS.  The Company shall not, and
shall cause its Subsidiaries not to, amend, modify or waive any provision of the
Intercompany Security Agreement, any Intercompany Demand Notes or any
Intercompany Acquisition Notes without the prior written consent of the
Administrative Agent on behalf of the Required Lenders.  The Company shall not,
and shall cause its Subsidiaries not to, amend, restate or otherwise modify or
waive any provision of any of the Senior Subordinated Debt Indentures, the
Citicasters Subordinated Debt Indenture, any other instrument, document or
agreement executed in connection with any Subordinated Debt or the Parent
Contribution Documents without the prior written consent of the Administrative
Agent and the Required Lenders.


                                       75


     Section 6.26  SUBSIDIARY OPERATIONS.  The Company will not, nor will it
permit any of its Subsidiaries to, activate, make any further Investment in or
contribute any assets to an Excluded Subsidiary and the Company will not permit
any Excluded Subsidiary to incur any Indebtedness or other obligations other
than Indebtedness to the Company existing on the Original Closing Date.  The
Company will not, nor will it permit any of its Subsidiaries to, make any
further Investment in or contribute any assets to Georgia Network Equipment,
Inc. or permit Georgia Network Equipment, Inc. to change its business as
operated on the Original Closing Date or to incur any Indebtedness or other
obligations or to purchase any other assets except for purchases of satellite
dishes and related equipment in an aggregate amount not to exceed $100,000.  The
Company will not permit IR to own or acquire assets (other than assets that are
subject to one or more Mortgages) in excess of $50,000.

     Section 6.27  FCC LICENSES.  Neither the Company nor any Excluded
Subsidiary shall obtain or hold, or be licensee under, any FCC Broadcast Station
License.

     Section 6.28  DEPOSIT ACCOUNTS.  The Company shall not, and shall not
permit any of its Subsidiaries to, open any new deposit accounts with any bank
or other financial institution (other than petty cash and promotional accounts
to the extent the same are permitted under Section 6.15) without the prior
written consent of the Administrative Agent.

     Section 6.29  COLLATERAL ASSIGNMENT.  The Company shall, and shall cause
each of its Subsidiaries to, enter into and deliver to the Administrative Agent
a Collateral Assignment for each Joint Sales Agreement and each Local Marketing
Agreement to which the Company or any of its Subsidiaries is a party as soon as
practicable, but in any event within twenty days, after such party enters into
any such Joint Sales Agreement or Local Marketing Agreement, respectively, duly
acknowledged by the other party or parties thereto.

     Section 6.30  ACQUISITIONS AND GUARANTEES BY PARENT.  Notwithstanding
anything contained herein or in any other Loan Document, the Parent is expressly
permitted (i) to acquire assets directly, provided the Parent immediately
transfers such assets to the Company or any of its Wholly-Owned Subsidiaries,
(ii) to Guaranty any obligation of the Company or any of its Wholly-Owned
Subsidiaries, provided the Company or such Subsidiary is permitted to incur such
obligation under the terms of this Agreement and, in the case of any Guaranty of
Indebtedness, that such Guaranty has the same ranking with respect to the Parent
Guaranty as such Indebtedness has with respect to the obligations of the Company
or such Subsidiary in respect of the Loans and (iii) to acquire and hold
directly the subsidiaries of Regent Communications, Inc. (the "Regent
Subsidiaries"), for up to 90 days pending receipt of approval by the FCC for the
transfer of the Regent Subsidiaries to the Company and to use funds provided by
the Company to consummate such acquisition (and the Company is hereby authorized
notwithstanding any other provision of this Agreement to transfer such funds to
the Parent for such purpose), PROVIDED that (A) all the capital stock of the
Regent Subsidiaries shall have been pledged to the Administrative Agent pursuant
to the Parent Pledge Agreement, (B) each Regent Subsidiary shall have guaranteed
the Obligations to the same extent as if it were a Subsidiary of the Company and
had delivered a Subsidiary Guaranty and shall have provided collateral to the
Administrative Agent to the same extent as would be required under
Section 2.17(b) if it were a Subsidiary of the Company, (C) each Regent
Subsidiary shall have agreed to, and the Parent shall have agreed to cause each
Regent Subsidiary to, comply with the covenants contained in this Agreement to
the same extent as if it were a Subsidiary of the Company and (D) the Company
shall use its best efforts to obtain as soon as practicable the approval of the
FCC for the transfer of the Regent Subsidiaries to the Company and will
immediately upon receipt of such approval effect such transfer.


                                       76



                                   Article VII

                                    DEFAULTS

     The occurrence of any one or more of the following events shall constitute
a Default:

     Section 7.1  BREACH OF REPRESENTATION OR WARRANTY.  Any representation or
warranty made or deemed made by or on behalf of the Parent, the Company or any
of its Subsidiaries to the Lenders or the Administrative Agent under or in
connection with this Agreement, any other Loan Document, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false or misleading on the date as of which made or
deemed made.

     Section 7.2  FAILURE TO MAKE PAYMENTS.  (a)  Nonpayment of principal of any
Loan when due.

          (b)  Nonpayment of interest upon any Loan or of any fees or other
obligations under any of the Loan Documents within three Business Days after the
same becomes due.

     Section 7.3  BREACH OF CERTAIN COVENANTS.  The Company shall default in the
due performance or observance of any term, covenant or agreement contained in
(a) Section 6.2 (other than Section 6.2(a)) and such default shall continue
unremedied for a period of 15 days or (b) Section 6.1, 6.4, 6.5, 6.6, 6.7 or 6.8
or the last sentence of Section 6.9 and such default shall continue unremedied
for a period of 30 days.

     Section 7.4  OTHER DEFAULTS.  The breach by the Company (other than a
breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the
terms or provisions of this Agreement.

     Section 7.5  DEFAULT UNDER OTHER AGREEMENTS.  Failure of the Parent, the
Company or any of its Subsidiaries to pay any Indebtedness (other than the
Obligations) in excess of $2,000,000 in the aggregate when due; or the default
by the Parent, the Company or any of its Subsidiaries in the performance of any
term, provision or condition contained in any agreement under which any such
Indebtedness (other than the Obligations) was created or is governed, the effect
of which is to cause, or to permit the holder or holders of such Indebtedness to
cause, such Indebtedness to become due prior to its stated maturity; or any such
Indebtedness shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled or contractually provided for payment
(other than pursuant to an acceleration or similar clause)) prior to the stated
maturity thereof.

     Section 7.6  BANKRUPTCY, ETC.  The Parent, the Company or any its
Subsidiaries shall (a) have an order for relief entered with respect to it under
the Federal Bankruptcy Code, (b) not pay, or admit in writing its inability to
pay, its debts generally as they come due, (c) make an assignment for the
benefit of creditors, (d) apply for, seek, consent to, or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any substantial part of its property, (e) institute any
proceeding seeking an order for relief under the Federal Bankruptcy Code or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it,
(f) take any corporate action to authorize or effect any


                                       77


of the foregoing actions set forth in this Section 7.6 or (g) fail to contest in
good faith any appointment or proceeding described in Section 7.7.

     Section 7.7  APPOINTMENT OF RECEIVER.  Without the application, approval or
consent of the Company or any of its Subsidiaries, a receiver, trustee,
examiner, liquidator or similar official shall be appointed for the Parent, the
Company or any of its Subsidiaries or any substantial part of its property, or a
proceeding described in Section 7.6(e) shall be instituted against the Parent,
the Company or any of its Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 60 consecutive days.

     Section 7.8  CONDEMNATION, ETC.  Any court, government or governmental
agency shall condemn, seize or otherwise appropriate, or take custody or control
of all or any substantial portion of the assets of the Parent, the Company or
any of its Subsidiaries.  For purposes of this Section 7.8, "substantial
portion" means assets (valued at the higher of book or fair market value) having
a value in excess of 10% of the consolidated assets of the Company and its
Subsidiaries.

     Section 7.9  JUDGMENTS.  The Parent, the Company or any of its Subsidiaries
shall fail within 30 days to pay, bond or otherwise discharge any judgment or
order for the payment of money in excess of $2,000,000, which is not stayed on
appeal or otherwise being appropriately and diligently contested in good faith
by appropriate proceedings, unless the payment of all such amounts in excess of
$2,000,000 is fully insured by a financially responsible insurance company.

     Section 7.10  ERISA.  (a) With respect to any Parent Plan, a Reportable
Event shall have occurred which is reasonably likely to result in the Parent,
the Company or any of its Subsidiaries incurring a liability or obligation to
such Plan in excess of $4,000,000; or

          (b)  With respect to any Plan (other than a Parent Plan), a Reportable
Event shall have occurred which is reasonably likely to result in the Parent,
the Company or its Subsidiaries being obligated to make aggregate payments in
excess of $4,000,000; or

          (c)  The PBGC, the Company, any Subsidiary of the Company, any ERISA
Affiliate of the Parent, the Company or any Subsidiary of the Company or any
other Person shall have initiated steps to terminate a Plan, or to have a
trustee appointed for a Plan under Section 4042 of ERISA, if as the result of
such appointment or termination, the Parent, the Company or any of its
Subsidiaries is reasonably likely to be required to make a contribution to such
Plan, or to incur liability or obligation to such Plan, or the PBGC, in excess
of $4,000,000; or

          (d)  The Parent, the Company, any of its Subsidiaries or any of their
ERISA Affiliates shall have incurred liability as the result of a termination,
reorganization or withdrawal from a Multiemployer Plan, if as the result of such
withdrawal, termination or reorganization the Parent, the Company or any of its
Subsidiaries incurs a liability to such multiemployer Plan in excess of
$4,000,000, which liability is not paid when required by applicable law (unless
it is being appropriately and diligently contested in good faith by appropriate
Proceedings); or

          (e)  The Parent, the Company or any of its Subsidiaries shall have
received any notice from the PBGC and such notice shall either demand payment
from the Parent, the Company or any of its Subsidiaries or shall suggest or
indicate that the PBGC may initiate an administrative or judicial action against
the Parent, the Company or any of its Subsidiaries with respect to Unfunded
Liabilities in excess


                                       78


of $4,000,000 of any Plan, or the PBGC shall have initiated an administrative or
judicial action with respect to Unfunded Liabilities in excess of $4,000,000 of
any Plan.

     Section 7.11  DEFAULT UNDER LOAN DOCUMENTS.  The occurrence of any
"default", as defined in any Loan Document (other than this Agreement), or the
breach of any of the terms or provisions of any Loan Document (other than this
Agreement), which default or breach continues beyond any period of grace therein
provided.

     Section 7.12  GUARANTEES.  Any obligation of any Subsidiary of the Company
under the Subsidiary Guaranty shall fail to remain in full force and effect or
any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any obligation of any Subsidiary of the Company under the
Subsidiary Guaranty, or any Subsidiary of the Company denies that it has any
further liability under any Subsidiary Guaranty to which it is a party, or gives
notice to such effect.  Any obligation of the Parent under the Parent Guaranty
shall fail to remain in full force and effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any obligation of
the Parent under the Parent Guaranty, or the Parent denies that it has any
further liability under the Parent Guaranty, or gives notice to such effect.

     Section 7.13  COLLATERAL DOCUMENTS.  Any Collateral Document shall for any
reason fail to create a valid and perfected first priority security interest in
any Collateral purported to be covered thereby, except as permitted by the terms
hereof or of such Collateral Document, or shall fail to remain in full force and
effect, or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document.

     Section 7.14  LICENSES.  (a) Any license, authorization, consent or permit
necessary for the ownership or essential for the operation of any of the Radio
Stations or Television Stations by the Company or any of its Subsidiaries (a
"License") shall expire, and on or prior to such expiration, the same shall not
have been or be in the process of being renewed or replaced by another license,
authorization, consent or permit authorizing substantially the same operations
of the Radio Stations or Television Stations by the Company or any of its
Subsidiaries; or

          (b)  (i) any License (A) shall be cancelled, revoked, terminated,
rescinded, annulled, suspended or modified in a materially adverse respect, or
(B) shall no longer be in full force and effect and shall not be in the process
of renewal or replacement or (ii) the grant or the effectiveness of any such
License shall have been stayed, vacated, reversed or set aside, and, in each
case, such action shall be no longer subject to further administrative or
judicial review; or

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

PROVIDED, HOWEVER that none of the foregoing events described in this
Section 7.14 shall constitute a Default if, assuming final non-appealable loss
by the Company or any of its Subsidiaries of any such


                                       79


license at the conclusion of all legal proceedings incident thereto, such loss
would, individually or the aggregate with any such other losses after the
Original Closing Date, not result in the loss of a License or Licenses for Radio
Stations or Television Stations which generate in the aggregate in excess of 10%
of the Broadcast Cash Flow of the Company and its Subsidiaries on a consolidated
basis, provided that such percentage shall be calculated for the four-quarter
period ended immediately prior to the date on which any such loss of a License
or Licenses occurs and each such quarterly calculation shall be aggregated with
all such other percentage calculations with respect to any other Licenses lost
from and after the Original Closing Date.

     Section 7.15  LIENS.  Any Person shall take any action to enforce,
foreclose upon or take similar action with respect to any Lien (whether or not
permitted by the terms of this Agreement) on any material item or amount of
Collateral.

     Section 7.16  CHANGE OF CONTROL. If (a) the Parent shall cease to own, free
and clear of all Liens except as contemplated by the Parent Pledge Agreement,
100% of the issued and outstanding capital stock of the Company, (b) so long as
any Subordinated Debt remains outstanding, any event or condition exists or
arises which constitutes a "Change of Control" under any such Subordinated Debt,
(c) so long as any Liquid Yield Option Notes remain outstanding, any event or
condition exists or arises which constitutes a "Change of Control" as defined in
the Liquid Yield Option Notes Indenture or (d) Z/C shall at any time fail to
have its designees constitute at least 30% in number of the members of the
Parent's board of directors.

     Section 7.17  PREPAYMENT OR REDEMPTION WITH RESPECT TO CERTAIN
INDEBTEDNESS.  If (a) the Parent shall become obligated to make an offer or
otherwise makes an offer to purchase or to redeem any Liquid Yield Option Notes
or any portion thereof in cash prior to the maturity thereof (except for
obligations in connection with any cash payments due with respect to any
fractional shares of Common Stock of the Parent) for any reason or (b) the
Company shall become obligated to make an offer to purchase or to redeem any
Senior Subordinated Debt, any Citicasters Subordinated Debt or any other
Subordinated Debt or any portion thereof prior to the maturity thereof or the
Parent or any Subsidiary of the Company shall become obligated with respect
thereto.

     Section 7.18 PARENT CONTRIBUTION DOCUMENTS.  The Parent shall fail to make
any payment to the Company when due pursuant to any Parent Contribution
Document, or any obligation of the Parent under any Parent Contribution Document
shall fail to remain in full force and effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any obligation of
the Parent under any Parent Contribution Document, or the Parent denies that it
has any further liability under any Parent Contribution Document, or gives
notice to such effect.


                                  Article VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     Section 8.1  ACCELERATION.  If any Default described in Section 7.6 or 7.7
shall occur with respect to the Company or the Parent, all the Commitments and
the obligation of the Lenders to make Loans hereunder shall automatically and
immediately terminate and the unpaid principal amount of the Loans and all of
the other Obligations shall automatically and immediately become due and payable
without any election or action on the part of the Administrative Agent or any
Lender and without


                                       80


presentment, demand, protest or notice or any other requirement of any kind, all
of which the Company hereby expressly waives.  If any other Default shall occur
and be continuing, upon the direction of the Required Lenders the Administrative
Agent shall, (i) declare that all the Commitments are terminated, whereupon all
the Commitments and the obligation of the Lenders to make Loans hereunder shall
be immediately terminated and (ii) declare the unpaid principal amount of the
Loans and the other Obligations to be due and payable, whereupon the same shall
immediately be and become due and payable, without, presentment, demand, protest
or notice or any other requirement of any kind, all of which the Company hereby
expressly waives.  If any Default shall occur and be continuing, upon direction
of the Required Lenders, the Administrative Agent shall require the Company to
Cash Collateralize the Letters of Credit in an amount equal to the maximum
aggregate amount that is, or at any time thereafter may become, available for
drawing under any outstanding Letters of Credit (whether or not any beneficiary
shall have presented, or shall be entitled at such time to present the drafts or
other documents required to draw under such Letters of Credit).

     Section 8.2  AMENDMENTS.  Subject to the provisions of this Article VIII
and except as otherwise provided in any Loan Document, amendments or agreements
supplemental hereto and thereto may be entered into for the purpose of adding or
modifying any provisions of this Agreement or any of the other Loan Documents or
changing in any manner the rights of the Lenders or the Parent, the Company or
any of its Subsidiaries hereunder or thereunder or waiving any Default hereunder
or thereunder ("Amendments"), under the terms and in the manner set forth below:

          (a)  Except as provided in clause (d) below, with respect to
Amendments that forgive or reduce principal or interest or reduce the interest
rate payable with respect to any Loan or Obligation or postpone any date fixed
for any regularly-scheduled payment (other than with respect to prepayments
under clauses (b) through (g) of Section 2.8) of principal of, or interest on,
any such Loan or Obligation, postpone any Revolving Loan Commitment Reduction
Date or any Term Loan Payment Date, increase the amount of the Aggregate
Revolving Loan Commitment, the aggregate amount of the Term A Loan Commitments
or the Term B Loan Commitments, postpone the Revolving Loan Termination Date,
the Term A Loan Maturity Date, the Term B Loan Maturity Date, reduce any
Revolving Loan Commitment Reduction Amount, change the definition of Leverage
Ratio (to the extent that the same would affect the Applicable Margin) or amend
or waive Section 2.4 (or amend the definition of any of the terms used in such
Section to the extent that the same would affect the Applicable Margin), amend
or waive Section 12.1 hereof or waive the payment of or reduce or defer any fees
payable to the Lenders hereunder, consent to or permit the assignment or
transfer by the Parent, the Company or any of its Subsidiaries of any of its
rights or obligations under any of the Loan Documents, amend or waive this
Section 8.2, change the definition of "Amendment," reduce the percentage
specified in the definition of Required Lenders or any other percentage of
Lenders specified to be the applicable percentage in this Agreement or any other
Loan Document to act on specified matters or release any guarantor or release
all or any substantial portion of the Collateral from the Liens created by the
Collateral Documents (except in connection with any Disposition permitted under
Section 6.13 and as may otherwise be expressly contemplated in the Loan
Documents) or indirectly achieve any of the foregoing by means of any amendment
of the definition of "Revolving Loan Commitment Reduction Amount" or any
amendment or waiver of Section 2.2(a)(iii), Section 2.2(b)(iii) or Section
2.8(a), all of the Lenders must approve such Amendments in writing; PROVIDED,
that nothing contained in this Section 8.2(a) shall restrict the ability of the
Required Lenders to make determinations provided in the definition of Operating
Cash Flow;


                                       81


          (b)  With respect to Amendments that delay or reduce the amount of any
mandatory prepayment or Revolving Loan Commitment Reduction Amount pursuant to
any mandatory prepayment hereunder (other than as set forth in Section 8.2(a)),
Lenders whose Pro Rata Shares in the aggregate are at least 66-2/3% must approve
such Amendment in writing;

          (c)  With respect to Amendments that (i)(A) modify the pro rata nature
of prepayment requirements with respect to any of the Lenders under this
Agreement, (B) modify the ratable sharing of prepayments or (C) modify the
ratable sharing of proceeds from the Collateral among any of the Lenders under
this Agreement and (ii) adversely affect Lenders holding any class of Loans,
Lenders holding such class of Loans representing not less than 51% of the
aggregate amount of such class of Loans must approve such Amendments in writing;

          (d)  With respect to any Amendment requested by the Company after the
Effectiveness Date, which would increase the Aggregate Revolving Loan Commitment
under this Agreement (the "Revolving Commitment Increase"), Lenders constituting
the Required Lenders must approve any such Amendment provided that no Default or
Unmatured Default shall exist at the time of such Amendment and the following
conditions are met with respect to such Amendment:  (i) the aggregate principal
amount of the Revolving Commitment Increase permitted pursuant to such Amendment
shall not exceed $75,000,000 in the aggregate, (ii) the Company shall make an
offer to each of the Lenders party to this Agreement on the date such request is
sent to the Lenders, simultaneously to each Lender in writing to participate in
the Aggregate Revolving Loan Commitment to the extent of the Revolving
Commitment Increase in an amount based on each Lender's Pro Rata Share on the
date of such notice by delivering a notice to the Administrative Agent which
notice shall be distributed to each Lender and shall specify:  (A) the date on
which the Aggregate Revolving Loan Commitment is to be increased and Revolving
Loans are to be available for borrowing thereunder (which date shall be not less
than 30 days and not more than 60 days after the delivery of such notice to the
Administrative Agent) and (B) the amount of such requested Revolving Commitment
Increase, (iii) the Company shall not offer any other Person an opportunity to
participate in the Aggregate Revolving Loan Commitment until 60 days after the
Lenders have received the offer sent by the Company as set forth in clause (ii)
above (the "Offer Expiration Date") and the Company must accept all acceptances
by such Lenders received by the Company by such date in response to the
Company's offer if the Company accepts any such offers (it being agreed that no
Lender shall have any obligation to participate in the Revolving Commitment
Increase and any decision by any Lender to accept or not accept such offer shall
be in each Lender's sole discretion, and any failure to respond by any Lender by
the end of the Offer Expiration Date shall be deemed to be a rejection by such
Lender); provided, that, each other Person (other than an existing Lender or an
Affiliate thereof) to which the Company offers an opportunity to participate in
the Revolving Commitment Increase must be acceptable to the Administrative Agent
(the consent of the Administrative Agent not to be unreasonably withheld); and
provided further that, if there are any Revolving Loans outstanding on the
effective date of any Revolving Commitment Increase each existing Lender and new
Lender participating in such Revolving Commitment Increase shall purchase from
the other Lenders such participations in such Revolving Loans as shall be
necessary to cause each Lender with a Revolving Loan Commitment to share ratably
(based on the proportion that each such Lender's Revolving Loan Commitment bears
to the Aggregate Revolving Loan Commitment after giving effect to the Revolving
Commitment Increase) in the then outstanding Revolving Loans subject to the
other terms of this Agreement, (iv) the Aggregate Revolving Loan Commitment
shall only be increased one time pursuant to this Section 8.2(d) (all other
increases being subject to Section 8.2(a)), (v) the Company shall, and shall
cause each of its Subsidiaries to, execute and deliver to the Administrative
Agent any financing statements and other documents and take such further actions
from time to time reasonably


                                       82


requested by the Administrative Agent in order to maintain a first priority
perfected security interest in the Collateral as contemplated by the Collateral
Documents and deliver to the Administrative Agent and the Lenders any legal
opinions reasonably requested by the Administrative Agent or the Required
Lenders and (vi) the Administrative Agent shall have received satisfactory
reports of Uniform Commercial Code filings, tax lien, judgment and litigation
searches requested by the Administrative Agent conducted by a search firm
acceptable to the Administrative Agent.

          (e)  With respect to any other Amendment, the Lenders then
constituting the Required Lenders must approve such Amendment in writing.

     No amendment of any provision of this Agreement or any other Loan Document
relating to any Agent shall be effective without the written consent of such
Agent including, without limitation, any provision of Article X.

     Section 8.3  PRESERVATION OF RIGHTS.  No delay or omission of the Lenders,
the Issuing Banks or the Agents to exercise any right under the Loan Documents
shall impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan notwithstanding the existence of
a Default or the inability of the Company to satisfy the conditions precedent to
such Loan shall not constitute any waiver or acquiescence.  Any single or
partial exercise of any such right shall not preclude any other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Company, the Parent,
its Subsidiary(ies) party thereto and the Agents and by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth.  All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agents, the
Issuing Banks and the Lenders until the Obligations have been paid in full.


                                   Article IX

                               GENERAL PROVISIONS

     Section 9.1  SURVIVAL OF REPRESENTATIONS.  All representations and
warranties of the Company contained in this Agreement shall survive delivery of
this Agreement and shall continue in full force and effect until the Obligations
have been paid in full.

     Section 9.2  GOVERNMENTAL REGULATION.  Anything contained in this Agreement
to the contrary notwithstanding, no Lender or Issuing Bank shall be obligated to
extend credit to the Company in violation of any or provided by any applicable
statute or regulation.

     Section 9.3  TAXES.  Any stamp, documentary and similar taxes and taxes in
connection with the execution, delivery, filing or recordation of any of the
Loan Documents shall be paid by the Company.

     Section 9.4  HEADINGS.  Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

     Section 9.5  ENTIRE AGREEMENT.  The Loan Documents embody the entire
agreement and understanding among the Company, its Subsidiaries, the Parent, the
Agents, the Issuing Banks and the


                                       83


Lenders and supersede all prior agreements and understandings among the Company,
its Subsidiaries, the Parent, the Agents, the Issuing Banks and the Lenders
relating to the subject matter thereof.

     Section 9.6  SEVERAL OBLIGATIONS.  The respective obligations of the
Lenders and the Issuing Banks hereunder are several and not joint and no Lender
or Issuing Bank shall be the partner or agent of any other (except to the extent
to which the Agents are authorized to act as such).  The failure of any Lender
or Issuing Bank to perform any of its obligations hereunder shall not relieve
any other Lender or Issuing Bank from any of its obligations hereunder.  This
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the parties to this Agreement and their respective successors
and assigns.

     Section 9.7  EXPENSES, INDEMNIFICATION.  The Company shall reimburse
(i) each Agent for any reasonable costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for such
Agent, which attorneys may be employees of such Agent) paid or incurred by such
Agent in connection with the negotiation, documentation, preparation, review,
execution, delivery, amendment, modification and administration of this
Agreement and the other Loan Documents (including without limitation, reasonable
costs and out-of-pocket expenses incurred in connection with post-closing UCC
searches and the analysis thereof) or any other documents reasonably required to
be reviewed or prepared in connection herewith or therewith and all out-of-
pocket expenses incurred by such Agent in connection with the taking and
perfection of Liens on the Collateral (including, without limitation, title and
lien searches, surveys, title commitment and insurance costs, filing fees and
documentary, stamp, filing and similar taxes and corporate search fees),
(ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit, (iii) each Agent, each of the Lenders and each Issuing Bank for any
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for each Agent and the Lenders and
the Issuing Banks, which attorneys may be employees of any Agent or any Lender
or any Issuing Bank) paid or incurred by any Agent or any Lender or any Issuing
Bank in connection with the collection and enforcement or amendment or
modification of the Loan Documents or any restructuring in respect of the
Obligations or the Loans made or Letters of Credit issued hereunder and any
Agent or any Lender or any Issuing Bank for any cost and expense of obtaining
any appraisals in respect of the assets of the Company or any of its
Subsidiaries, to the extent any Lender or any Issuing Bank determines that such
appraisals are required by any law or any governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title
XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1969,
and any rules promulgated to implement such provisions.  The Company further
agrees to indemnify each Agent, each Lender and each Issuing Bank, and their
respective directors, trustees, officers, attorneys, agents, and employees for,
and hold each of them harmless against, all losses, claims (including, without
limitation, all Environmental Claims), damages, penalties, judgments,
liabilities, actions, proceedings, costs and expenses (including, without
limitation, all attorneys' fees and legal expenses incurred by any of them and
other expenses of litigation or preparation therefor whether or not any suit or
proceeding is brought or, if so, whether or not any Agent or any Lender or any
Issuing Bank is a party thereto) which any of them may pay or incur arising out
of or relating to this Agreement, the other Loan Documents, the transactions
contemplated hereby or thereby (including, without limitation, the transactions
occurring on or prior to the Effectiveness Date) or any act, event or omission
related hereto or thereto or the direct or indirect application or proposed
application of any Letter of Credit or the proceeds of any Loan hereunder;
PROVIDED, HOWEVER, that no such Agent, Lender, Issuing Bank, director, trustee,
officer, attorney, agent or employee shall have a right to be indemnified or
held harmless hereunder for its own gross negligence or willful misconduct as


                                       84


finally determined in a judgment of a court of competent jurisdiction.  The
obligations of the Company under this Section shall survive the repayment of the
Obligations and the termination of this Agreement.

     Section 9.8  NUMBERS OF DOCUMENTS.  All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders and Issuing Banks.

     Section 9.9  ACCOUNTING.  Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Company and all of its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Parent's
audited financial statements.  In the event that Generally Accepted Accounting
Principles change after the Original Closing Date in any manner that would cause
the result of the calculation of any financial ratio under Agreement Accounting
Principles pursuant to Section 6.3 to be materially different than the result
that would have been obtained had Generally Accepted Accounting Principles been
applied in such calculation, the Company, the Agents and the Lenders hereby
agree to negotiate in good faith to amend this Agreement to accommodate the
Company's desire not to maintain two sets of financial records.

     Section 9.10  SEVERABILITY OF PROVISIONS.  Any provision in any Loan
Document that is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

     Section 9.11  NON-LIABILITY OF LENDER.  The relationship between the
Company and the Lenders and the Agents shall be solely that of borrower and
lender.  None of any Agent, any Issuing Bank or any Lender shall have any
fiduciary responsibilities to the Company.  None of any Agent, any Issuing Bank
or any Lender undertakes any responsibility to the Company to review or inform
the Company of any matter in connection with any phase of the Company's business
or operations.

     Section 9.12  CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     Section 9.13  CONSENT TO JURISDICTION.  THE COMPANY HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE COMPANY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR LENDER TO BRING PROCEEDINGS
AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.  THE COMPANY WAIVES
PERSONAL SERVICE OF ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE


                                       85


OBLIGATIONS, IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, WHOSE ADDRESS IS 1633
BROADWAY, NEW YORK, NEW YORK 10019, AS ITS AGENT FOR THE PURPOSE OF ACCEPTING
SERVICE OF PROCESS ISSUED BY ANY COURT.

     Section 9.14  COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.  This Agreement shall be effective when it has been exhibited by
the Company, the Agents, the Issuing Banks and the Lenders and the Company, each
Agent, each Issuing Bank and each Lender have delivered to the Administrative
Agent executed counterpart signature pages hereto or a facsimile of such
executed counterpart signature page.

     Section 9.15  LIMITATION OF RIGHTS.  Notwithstanding any other provision of
this Agreement, any foreclosure on, sale, transfer or other disposition of, or
the exercise of any right to vote or consent with respect to, any of the
collateral purported to be covered by any Collateral Document as provided herein
or in any Collateral Document or any other action taken or proposed to be taken
by any Agent, any Issuing Bank or any Lender hereunder or thereunder which would
affect the operational, voting, or other control of the Parent, the Company or
any of its Subsidiaries, shall be pursuant to Section 310 of the Communications
Act and to the applicable rules and regulations thereunder and, if and to the
extent required thereby, subject to the prior consent of the FCC.

     Section 9.16  LIMITATION OF LIABILITY.  No claim may be made by the Parent,
the Company, any of its Subsidiaries or any other Person against any Agent, any
Issuing Bank or any Lender or the Affiliates, directors, trustees, officers,
employees, attorneys or agent of any of them for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement or any other transactions (including, without
limitation, any transactions occurring on or prior to the Effectiveness Date),
or any act, omission or event occurring in connection therewith; and the Company
(for itself and each of its Subsidiaries) hereby waives, releases and agrees not
to sue upon any claim for any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor and the Company (for itself, the
Parent, and each of its Subsidiaries) agrees to notify each Agent, each Issuing
Bank and each Lender, as applicable, of any such claim promptly upon learning of
any such claim.

     Section 9.17  DESIGNATION OF OBLIGATIONS AS SENIOR DEBT.  The Obligations
are hereby expressly designated "Senior Debt" under, pursuant to and as such
term is defined in each of the Senior Subordinated Debt Indentures, for the
purpose of making the Obligations senior in right of payment to the Senior
Subordinated Debt and any Guarantee with respect thereto.


                                    Article X

                                   THE AGENTS

     Section 10.1  APPOINTMENT.  The Chase Manhattan Bank is hereby appointed as
Administrative Agent hereunder and under the other Loan Documents, and each of
the Lenders and each of the other Agents authorizes the Administrative Agent to
act as the agent of such Lender and such Agents.  Banque Paribas is hereby
appointed as Documentation Agent hereunder and under the other Loan Documents,
and each of the Lenders and each of the other Agents authorizes the
Documentation Agent to act as the


                                       86


documentation agent of such Lender and such Agents.  Bank of America is hereby
appointed as Syndication Agent hereunder and under the other Loan Documents, and
each of the Lenders and each of the other Agents authorizes the Syndication
Agent to act as the syndication agent of such Lender and such Agents.  Each
Agent agrees to act as such upon the express conditions contained in this
Article X and the other Loan Documents.  Each of the Lenders authorizes the
Administrative Agent to execute each of the Collateral Documents and the
financing statements and other documents and instruments related thereto on
behalf of such Lender (the terms of which shall be binding on such Lender).  No
Agent shall have a fiduciary relationship in respect of any Lender by reason of
this Agreement or any other Loan Document.

     Section 10.2  POWERS.  Each Agent shall have and may exercise such Powers
hereunder and under the other Loan Documents as are specifically delegated to
such Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto.  No Agent shall have any duties to the Lenders,
or any obligation to the Lenders to take any action hereunder or under any other
Loan Documents except any action specifically provided by this Agreement or such
other Loan Document to be taken by such Agent.

     Section 10.3  GENERAL IMMUNITY.  Neither any Agent nor any of their
respective directors, officers, agents, attorneys or employees shall be liable
to the Lenders or any Lender for any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct as
finally determined in a judgment of a court of competent jurisdiction.

     Section 10.4  NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.  No Agent shall
be responsible to the Lenders for any recitals, reports, statements, warranties
or representations herein or in any other Loan Document or be bound to ascertain
or inquire as to the performance or observance of any of the terms of this
Agreement or any other Loan Document.

     Section 10.5  ACTION ON INSTRUCTIONS OF LENDERS.  Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under the other Loan Documents in accordance with written instructions signed by
the Required Lenders, or, if applicable, the Lenders required pursuant to
Article VIII hereof, and such instructions and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders.

     Section 10.6  EMPLOYMENT OF AGENTS AND COUNSEL.  Each Agent may execute any
of its duties as the applicable Agent hereunder or under the other Loan
Documents by or through employees, agents, and attorneys-in-fact and shall not
be answerable to the Lenders for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.  Each Agent shall be
entitled to advice of counsel concerning all matters pertaining to the agency
created hereby and by the other Loan Documents and its duties hereunder and
thereunder.

     Section 10.7  RELIANCE ON DOCUMENTS; COUNSEL.  Each Agent shall be entitled
to rely upon any notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper Person or Persons, and, in respect of
legal matters, upon the advice or opinion of counsel selected by such Agent
which counsel may be employees of such Agent.

     Section 10.8  AGENT'S REIMBURSEMENT AND INDEMNIFICATION.  Each Lender
agrees to reimburse and indemnify each Agent for its Pro Rata Share (i) of any
amounts not reimbursed by the Company or


                                       87


any of its Subsidiaries for which such Agent is entitled to reimbursement by the
Company or any of its Subsidiaries under the Loan Documents, (ii) of any other
expenses incurred by such Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) of any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against such
Agent in any way relating to or arising out of this Agreement, any other Loan
Document or any other document delivered in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby or thereby by
the enforcement of any of the terms hereof or of any other Loan Document or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of any Agent or as finally determined in a final judgment of a court
of competent jurisdiction.

     Section 10.9  RIGHTS AS A LENDER.  With respect to the Loans made or
Letters of Credit issued by it and the other Obligations owing to it, each Agent
shall have the same rights and powers hereunder as any Lender or Issuing Bank
and may exercise the same as though it were not such Agent and the term
"Lender", "Lenders", "Issuing Bank" or "Issuing Banks" shall, unless the context
otherwise indicates, include each Agent in its individual capacity.  Each Agent
may accept deposits from, lend money to, and generally engage in any kind of
banking or trust business with, the Parent, the Company or any of its
Subsidiaries as if it were not an Agent.

     Section 10.10  LENDER DECISIONS.  Each Lender and Issuing Bank acknowledges
that it has, independently and without reliance upon any Agent or any other
Lender or Issuing Bank and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents.  Each Lender or Issuing Bank also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
Issuing Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Documents.

     Section 10.11  SUCCESSOR AGENT.  Any Agent may resign at any time by giving
ten (10) days prior written notice thereof to the Lenders and the Company,
effective upon the expiration of such ten (10) days, and any Agent may be
removed at any time with or without cause by written notice received by such
Agent from the Required Lenders.  Upon any such resignation or removal, the
Required Lenders shall have the right to appoint on behalf of the Lenders a
successor Agent which successor Agent shall, absent the occurrence and
continuance of a Default or Unmatured Default, be consented to by the Company
(which consent shall not be unreasonably withheld).  If no successor Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within ten (10) days after the retiring Agent's giving notice of
resignation, then the retiring Agent may appoint on behalf of the Lenders a
successor Agent which successor Agent shall, absent the occurrence and
continuance of a Default or Unmatured Default, be acceptable to the Company.
Such successor Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from any
further duties and obligations hereunder and under the other Loan Documents.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Article X shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Agent
hereunder and under the other Loan Documents.


                                       88


     Section 10.12  COLLATERAL RELEASES.  Provided that no Default or Unmatured
Default shall exist, the Company and its Subsidiaries may from time to time sell
or otherwise dispose of certain of the Collateral as permitted by the terms of
Section 6.13 (subject to compliance by the Company and its Subsidiaries with
Section 2.8) and, upon the written request of the Company, the Administrative
Agent shall at the Company's expense release the security interest of the
Administrative Agent in the Collateral which is to be sold or otherwise disposed
of by the Company or any such Subsidiary in accordance with the terms of
Section 6.13. The Lenders hereby empower and authorize the Administrative Agent
to execute and deliver to the Company or any of its Subsidiaries any such
agreements, documents or instruments as shall be necessary or appropriate to
effect any such release and any other releases of Collateral which shall have
been approved by the Lenders in writing, in accordance with Section 8.2.


                                   Article XI

                            SETOFF; RATABLE PAYMENTS

     Section 11.1  SETOFF.  In addition to, and without limitation of any rights
of the Lenders under applicable law, if the Company becomes insolvent, however
evidenced, or any Default shall occur and be continuing, any indebtedness from
any Lender to the Company (including all account balances), whether provisional
or final and whether or not collected or available may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due.

     Section 11.2  RATABLE PAYMENTS.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a participation in the Loans held by the other Lenders so that after
such purchase each Lender will hold its ratable proportion of Loans.  If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly
upon demand, to take such action as shall be necessary such that all Lenders
share in the benefits of such collateral ratably in proportion to their Loans.
In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

                                   Article XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     Section 12.1  SUCCESSORS AND ASSIGNS.  The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Company, the
Agents, the Issuing Banks and the Lenders and their respective successors and
assigns, except that the Parent, the Company and its Subsidiaries shall not have
the right to assign its rights or delegate its duties or obligations under the
Loan Documents, and any assignment by any Lender must be made in compliance with
Section 12.3.  Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is a Lender, shall be
conclusive and binding on any subsequent transferee or assignee of such Lender.

     Section 12.2  PARTICIPATIONS.


                                       89


     12.2.1.  PERMITTED PARTICIPANTS; EFFECT.  Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other entities ("Participants") participating interests
in any Loan made by such Lender or any other interest of such Lender under the
Loan Documents, provided that any such Participant shall agree in writing to be
bound by Sections 12.4 and 12.5. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the Lender in respect of such interests for all
purposes under the Loan Documents, and the Company and the Agents shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents, provided that such Lender shall
provide notice to the Company of such sale to a Participant which is not an
Affiliate of such selling Lender, a Lender or an Affiliate thereof following any
such sale and such Lender shall comply with Sections 12.4 and 12.5 with respect
to confidential information.

     12.2.2.  VOTING RIGHTS.  Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Obligation in which such
Participant has an interest which postpones any date fixed for any regularly-
scheduled payment of principal (including a Revolving Loan Commitment Reduction
Date) or postpones the final maturity of any of the Loans, forgives principal or
interest or reduces the interest rate payable with respect to any such Loan or
Obligation, releases any guarantor of any such Loan or Obligation or releases
all or substantially all of the Collateral securing any such Loan or Obligation.

     12.2.3.  BENEFIT OF SETOFF AND INDEMNITIES.  The Company agrees that each
Participant shall be deemed to have the right of setoff provided in Section 11.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 11.1 with respect to
the amount of participating interests sold to each Participant, except to the
extent such Participant has exercised its right of setoff.  The Lenders agree to
share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, in accordance with
Section 11.2 as if each Participant were a Lender.  The Company also agrees that
each Participant shall be entitled to the benefits of Sections 3.1 and 3.2 with
respect to its participation; provided, that no Participant shall be entitled to
receive any greater amount pursuant to such Sections than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

     Section 12.3  ASSIGNMENTS.

     12.3.1  PERMITTED ASSIGNMENTS.  Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time, assign to one
or more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Loan Documents; PROVIDED that any partial assignment of
any Lender's rights and obligation hereunder shall be either for all of such
Lender's rights and obligations under the Loan Documents or shall be in a
minimum principal amount of $5,000,000 of such Lender's Loans and/or Commitments
and such Lender shall comply with Sections 12.4 and 12.5 with respect to
confidential information.  Such assignment (other than an assignment to the
Federal Reserve Bank) shall be substantially in the form of Exhibit M hereto.
The consent of the Administrative Agent and, unless a Default has occurred and
is continuing, the consent of the Company (such consent of


                                       90


the Administrative Agent and the Company not to be unreasonably withheld), shall
be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender, an Affiliate thereof or a Federal Reserve Bank.
In addition, in the case of any assignment of any interest in any Revolving Loan
Commitment or any Letter of Credit, the consent of each Issuing Bank (not to be
unreasonably withheld) shall be required prior to such assignment becoming
effective.  Such consents shall be substantially in the form attached as
Schedule I to Exhibit M (a "Notice of Assignment") hereto and shall not be
unreasonably withheld or delayed.

     12.3.2  EFFECT; EFFECTIVE DATE.  After delivery to the Administrative Agent
of a Notice of Assignment with a copy to the Company, together with any consents
required by Section 12.3.1, and payment of a $3,500 fee to the Administrative
Agent for processing such assignment, such assignment shall become effective on
the effective date specified in such Notice of Assignment.  On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and the other Loan Documents and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action
by the Company, the Lenders or the Administrative Agent shall be required to
release the transferor Lender (and such transferor Lender shall be released)
with respect to the percentage of the obligations assigned to such Purchaser.
After the effective date of any assignment, the Administrative Agent shall
provide notice thereof to the Company.

     12.3.3  TAX TREATMENT.  If any interest in any Loan Document is transferred
to any Transferee (other than a then-existing Lender) which is organized under
the Laws of any jurisdiction other than the United States or any State thereof,
the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the transferor Lender for
the benefit of the transferor Lender, the Agents and the Company) that, under
applicable law and treaties in effect at such time, no taxes will be required to
be withheld by the Administrative Agent, the Company or the transferor Lender
with respect to any payments to be made to such Transferee in respect of the
Loans, (ii) to furnish to the transferor Lender, the Administrative Agent and
the Company either U.S. Internal Revenue Service Form 4224 or U.S. Internal
Revenue Service Form 1001 (wherein such Transferee claims entitlement to
complete exemption from U.S. federal withholding tax on all interest payments
hereunder) and an Internal Revenue Service Form W-8 or W-9 or successor
appropriate forms wherein such Transferee claims exemption from United States
back-up withholding tax) and (iii) to agree (for the benefit of the transferor
Lender, the Administrative Agent and the Company) to provide the transferor
Lender, the AdmInistrative Agent and the Company a new Form 4224 or Form 1001 or
Form W-8 or W-9 upon the obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws and regulations
and amendments duly executed and completed by such Transferee, and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding and back-up withholding tax exemptions.

     Section 12.4  DISSEMINATION OF INFORMATION.  The Company authorizes each
Lender to disclose to any Participant, Purchaser, Interest Rate Hedge Provider,
institution party to an agreement in respect of the transfer of economic risk of
any Lender's obligations to the Company through the use of credit swaps or other
such instruments or any other Person acquiring an interest in the obligations,
any portion thereof or the Loan Documents by operation of law (each Transferee),
and any prospective Transferee, any and all information in such Lender's
possession concerning the creditworthiness of the Parent or the Company;
provided that each Transferee and prospective Transferee agrees to be bound by
Section 12.5; and provided further, that each Lender agrees to provide to the
Company notice of the identity of such Transferee or prospective Transferee
(other than a Transferee which is an Affiliate of a selling Lender, a


                                       91


Lender or an Affiliate of a Lender) at least four days prior to the delivery of
an agreement with respect to confidentiality required by Section 12.5 to any
Transferee or prospective Transferee.

     Section 12.5  CONFIDENTIALITY.  Each Lender agrees to hold any information
designated as confidential which it may receive from the Company pursuant to
this Agreement in confidence, except for disclosure: (i) to other Lenders,
(ii) to legal counsel, accountants, and other professional advisors to such
Lender, (iii) to regulatory officials, (iv) as required by law, regulation,
legal process, or in connection with any legal proceeding, (v) information which
has previously been made public and (vi) in connection with an actual or
proposed sale, assignment, participation or other disposition or proposed
disposition of such Lender's interests hereunder not prohibited by this
Agreement (including, without limitation, a transfer of economic risk of any
Lender's obligations to the Company through the use of credit swaps or other
such instruments) provided that the assignee, proposed assignee, participant,
proposed participant or other Transferee or proposed Transferee shall have
agreed in a Writing delivered by such Lender to the Company to be bound by this
Section 12.5.


                                  Article XIII

                                     NOTICES

     Section 13.1  GIVING NOTICE.  Any notice required or permitted to be given
under this Agreement may be, and shall be deemed, given, if mailed, three days
after the date when deposited in the United States mail, postage prepaid, or if
by telegraph, when delivered to the appropriate office for transmission, charges
prepaid, or if by personal delivery or by facsimile, when received, addressed to
the Company (with copies to Sheli Z. Rosenberg, Rosenberg & Liebentritt, 2 North
Riverside Plaza, Suite 600, Chicago, Illinois  60606, provided, however, that
the failure to provide any such copies shall not affect the validity or
sufficiency of any such notice), the Lenders, the Agents or the Issuing Banks at
the addresses indicated below their signatures to this Agreement with, in the
case of any notice to the Administrative Agent, a copy thereof to The Loan and
Agency Services Group, 8th floor, One Chase Manhattan Plaza, New York, New York
10081, Attention: Jesus Sang (fax: 212-552-5662)).

     Section 13.2  CHANGE OF ADDRESS.  The Company, any Agent, any Issuing Bank
and any Lender may each change the address for service of notice upon it by a
notice in writing to the other parties hereto.


                                   Article XIV

                              WAIVER OF JURY TRIAL

     THE COMPANY, EACH AGENT, ANY ISSUING BANK AND EACH LENDER HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.

     IN WITNESS WHEREOF, the Company, the Lenders and the Agents have executed
this Agreement as of the date first above written.


                                       92


                              JACOR COMMUNICATIONS COMPANY

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              50 E. RiverCenter Blvd.
                              12th Floor
                              Covington, KY 41011
                              Facsimile:  (606) 655-9348

                              Attention:  R. Christopher Weber


                              THE CHASE MANHATTAN BANK,
                              Individually and as Administrative Agent and
                              Issuing Bank

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              THE CHASE MANHATTAN BANK
                              Administrative Agent
                              270 Park Avenue
                              New York, New York 10017


                                       93


                              BANQUE PARIBAS,
                              Individually and as Documentation Agent
                              and Issuing Bank

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              227 West Monroe Street
                              Suite 3300
                              Chicago, Illinois 60606
                              Facsimile: (312) 853-6020
                              Attention: Steve Heinen
                                         Mark Radzik

                              Banque Paribas, Media Group
                              Equitable Tower
                              787 7th Avenue
                              32nd Floor
                              New York, New York 10019
                              Facsimile:  (212) 841-2369
                              Attention: Eileen Burke
                                         Salo Aizenberg


                              BANK OF AMERICA ILLINOIS,
                              Individually and as Syndication Agent
                              and Issuing Bank

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              231 South La Salle Street
                              14th Floor
                              Chicago, Illinois  60697
                              Facsimile:  (312) 828-3555
                              Attention:  Kevin Morrison


                                       94


                              ABN AMRO BANK N.V

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              135 South La Salle Street, Suite 425
                              Chicago, Illinois 60674-9135
                              Facsimile:  (312) 606-8425
                              Attention: Joanna Riopelle and
                                         James Johnston


                              THE BANK OF NEW YORK

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              One Wall Street, 16th Floor
                              New York, New York 10286
                              Facsimile:  (212) 635-8593
                              Attention:  Brendan Nedzi


                              THE BANK OF NOVA SCOTIA

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              One Liberty Plaza
                              New York, New York 10006
                              Facsimile:  (212) 225-5090
                              Attention:  Paul Weissenberger


                              CAISSE NATIONALE DE CREDIT AGRICOLE

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              55 East Monroe Street
                              Chicago, Illinois 60603-5702
                              Facsimile:  (312) 372-2830
                              Attention:  Leslie McMillan


                                       95


                              C.I.B.C., INC.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              425 Lexington Avenue
                              New York, New York 10017
                              Facsimile:  (212) 856-3558
                              Attention:  William Healy


                              CREDIT LYONNAIS NEW YORK BRANCH

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              1301 Avenue of the Americas
                              New York, New York 10019
                              Facsimile:  (212) 261-3318
                              Attention:  Stephen Levi


                              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                              BRANCHES

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              75 Wall Street, 29th Floor
                              New York, New York 10005-2889
                              Facsimile:  (212) 429-2129
                              Attention:  Jane Majeski


                              FIRST BANK NATIONAL ASSOCIATION

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              First Bank Place
                              601 Second Avenue South
                              Minneapolis, Minnesota 55402
                              Facsimile:  (612) 973-0824
                              Attention:  Robert Miller, MPFP0905


                                       96


                              THE FIRST NATIONAL BANK OF BOSTON

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              100 Federal Street
                              Boston, Massachusetts 02110
                              Facsimile:  (617) 434-3401
                              Attention:  Rob Milordi


                              FLEET BANK, N.A.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              175 Water Street, 28th Floor
                              New York, New York 10038
                              Facsimile:  (212) 602-2663
                              Attention:  Adam Bester


                              ING CAPITAL ADVISORS, INC.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              333 South Grand Avenue,
                              Suite 400
                              Los Angeles, California 90071
                              Facsimile:  (213) 626-6552
                              Attention:  Mike Hatley


                              KEYBANK NATIONAL ASSOCIATION

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              127 Public Square
                              OH-01-27-0602
                              Cleveland, Ohio 44114-1306
                              Facsimile:  (216) 689-4666
                              Attention:  Michael Stark


                                       97


                              KEYPORT LIFE INSURANCE CO.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              1166 Avenue of the Americas
                              27th Floor
                              New York, New York 10036
                              Facsimile:  (212) 278-9619
                              Attention:  Gregory L. Smith


                              THE LONG-TERM CREDIT BANK
                              OF JAPAN, LTD., CHICAGO BRANCH

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              190 South La Salle Street, Suite 800
                              Chicago, Illinois 60603
                              Facsimile:  (312) 704-8505
                              Attention:  Brady S. Sadek and
                              Tom Sterr


                              MEDICAL LIABILITY MUTUAL INSURANCE

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              1166 Avenue of the Americas
                              27th Floor
                              New York, New York 10036
                              Facsimile:  (212) 278-9619
                              Attention:  Gregory L. Smith


                              MELLON BANK, N.A.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              One Mellon Bank Center, Room 4440
                              Pittsburgh, Pennsylvania 15258
                              Facsimile:  (412) 234-6375
                              Attention:  Michael Hrycenko


                                       98



                              MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              800 Scudders Mill Road
                              Plainsboro, New Jersey 08536
                              Facsimile:  (609) 282-2756
                              Attention:  Anthony R. Clemente


                              MERRILL LYNCH PRIME RATE PORTFOLIO

                              BY MERRILL LYNCH ASSET MANAGEMENT, L.P., as
                              Investment Adviser

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              800 Scudders Mill Road
                              Plainsboro, New Jersey 08536
                              Facsimile:  (609) 282-2756
                              Attention:  Anthony R. Clemente


                              ML CBO IV (CAYMAN) LTD.

                              BY PROTECTIVE ASSET MANAGEMENT, L.L.C. as
                              Collateral Manager

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              13455 Noel Road
                              2 Galleria Tower, Suite 1150
                              Dallas, Texas 75240
                              Facsimile:  (972) 233-4343
                              Attention:  Mark Okada


                                       99


                              MORGAN GUARANTY TRUST COMPANY

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              60 Wall Street, 22nd Floor
                              New York, New York 10260-0060
                              Facsimile:  (212) 648-5018
                              Attention:  Sandra Kurek


                              NATIONSBANK OF TEXAS, N.A.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              901 Main Street, 64th Floor
                              Dallas, Texas 75202
                              Facsimile:  (214) 508-0988
                              Attention:  Roselyn Reid


                              OCTAGON CREDIT INVESTOR LOAN PORTFOLIO
                              (a unit of The Chase Manhattan Bank)

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              380 Madison Avenue, 12th Floor
                              New York, New York 10017
                              Facsimile:  (212) 622-3797
                              Attention:  Andrew Gordon


                              PILGRIM AMERICA PRIME RATE TRUST

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              40 North Central Avenue, Suite 1200
                              Phoenix, Arizona 85004-4424
                              Facsimile:  (602) 417-8327
                              Attention:  Thomas Hunt



                                       100


                              PNC BANK, NATIONAL ASSOCIATION

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              500 West Madison Street, Suite 3140
                              Chicago, Illinois 60661
                              Facsimile:  (312) 906-3420
                              Attention:  Jim De Vries


                              PRIME INCOME TRUST

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              Dean Witter Intercapital
                              c/o Prime Income Trust
                              Two World Trade Center
                              New York, New York 10048
                              Facsimile:  (212) 392-5345
                              Attention:  Rafael Scolari


                              SENIOR DEBT PORTFOLIO BY BOSTON MANAGEMENT AND
                              RESEARCH AS INVESTMENT ADVISER

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              24 Federal Street
                              6th Floor
                              Boston, Massachusetts 02110
                              Facsimile:  (617) 695-9594
                              Attention:  Scott Page


                              UNION BANK OF CALIFORNIA, N.A.

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              445 South Figueroa Street, 15th Floor
                              Los Angeles, California 90071
                              Facsimile:  (213) 236-5747
                              Attention:  Kevin Sampson


                                       101


                              VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                              INCOME TRUST

                              By
                                ---------------------------------
                              Title
                                   ------------------------------

                              One Parkview Plaza
                              Oakbrook Terrace, Illinois 60181
                              Facsimile:  (630) 684-6740
                              Attention:  Jeffrey Maillet


                                       102


                                    SCHEDULES

Schedule I             -  Commitments
Schedule 1.2           -  Permitted Acquisitions
Schedule 5.3           -  No Conflict, Government Consent
Schedule 5.7           -  Litigation and Contingent Obligations
Schedule 5.8(a)        -  Environmental Claims
Schedule 5.8(b)        -  Presence of Material of Environmental Concern
Schedule 5.9           -  ERISA Matters
Schedule 5.12          -  Materially Burdensome Agreements
Schedule 5.13(b)(i)    -  FCC Broadcast Station Licenses of the Parent, the
                          Company and Subsidiaries
Schedule 5.13(b)(ii)   -  Certain Governmental Requirements
Schedule 5.13(c)       -  Governmental Proceedings
Schedule 5.14          -  Liens
Schedule 5.15(a)       -  Owned Property
Schedule 5.15(b)       -  Other Locations of Tangible Personal Property
Schedule 5.18(a)       -  Capital Stock
Schedule 5-18(b)(i)    -  Existing Debt
Schedule 5.18(b)(ii)   -  Surviving Debt
Schedule 5-18(b)(iii)  -  JCI Debt
Schedule 5.21          -  Labor Matters
Schedule 5.23          -  Interests of Third Parties
Schedule 5.25(i)       -  Call Letters
Schedule 5.25(ii)      -  Patents, Copyrights and Trademarks
Schedule 5.27          -  Brokers' Fees
Schedule 5.28          -  Existing Insurance Policies
Schedule 6.11(e)       -  Existing Indebtedness
Schedule 6.13          -  Permitted Sale of Assets
Schedule 6.15(f)       -  Permitted Investments
Schedule 6.17(i)       -  Existing Liens
Schedule 6.20          -  Permitted Affiliate Transactions

                                   SCHEDULE I

                                LOAN COMMITMENTS




                                                            REVOLVING LOAN      TERM A LOAN        TERM B LOAN
       BANK                                                   COMMITMENT        COMMITMENT         COMMITMENT    TOTAL COMMITMENT
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                      

The Chase Manhattan Bank                                    $32,538,461.52    $14,461,538.48              0       $47,000,000.00
Bank of America Illinois                                    $32,538,461.52    $14,461,538.48              0       $47,000,000.00
Banque Paribas                                              $32,538,461.52    $14,461,538.48              0       $47,000,000.00
The First National Bank of Boston                           $25,615,384.62    $11,384,615.38     $5,000,000.00    $42,000,000.00
The Bank of New York                                        $25,615,384.62    $11,384,615.38     $5,000,000.00    $42,000,000.00
CIBC                                                        $25,615,384.62    $11,384,615.38              0       $37,000,000.00
The Bank of Nova Scotia                                     $25,615,384.62    $11,384,615.38              0       $37,000,000.00
Morgan Guaranty Trust                                       $25,615,384.62    $11,384,615.38              0       $37,000,000.00
KeyBank National Association                                $25,615,384.62    $11,384,615.38              0       $37,000,000.00
Union Bank of California, N.A.                              $25,615,384.62    $11,384,615.38              0       $37,000,000.00
ABN AMRO Bank N.V.                                          $17,307,692.31     $7,692,307.69              0       $25,000,000.00
Caisse Nationale De Credit Agricole                         $17,307,692.31     $7,692,307.69              0       $25,000,000.00
Credit Lyonnais                                             $17,307,692.31     $7,692,307.69              0       $25,000,000.00
Mellon Bank, N.A.                                           $17,307,692.31     $7,692,307.69              0       $25,000,000.00
Dresdner Bank AG                                            $17,307,692.31     $7,692,307.69              0       $25,000,000.00
First Bank National Association                             $17,307,692.31     $7,692,307.69              0       $25,000,000.00
Fleet Bank, N.A.                                            $17,307,692.31     $7,692,307.69              0       $25,000,000.00



                                                                               2


                                                            REVOLVING LOAN      TERM A LOAN        TERM B LOAN
       BANK                                                   COMMITMENT        COMMITMENT         COMMITMENT    TOTAL COMMITMENT
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                      


The Long-Term Credit Bank of Japan Ltd.                     $17,307,692.31     $7,692,307.69              0       $25,000,000.00
NationsBank of Texas, N.A.                                  $17,307,692.31     $7,692,307.69              0       $25,000,000.00
PNC Bank, National Association                              $17,307,692.31     $7,692,307.69              0       $25,000,000.00
Pilgrim America Prime Rate Trust                                      0                 0       $15,000,000.00    $15,000,000.00
Chancellor Senior Secured Management                                  0                 0       $10,000,000.00    $10,000,000.00
Prime Income Trust                                                    0                 0       $10,000,000.00    $10,000,000.00
Senior Debt Portfolio                                                 0                 0       $10,000,000.00    $10,000,000.00
ING Capital Advisors, Inc.                                            0                 0       $10,000,000.00    $10,000,000.00
Merrill Lynch Senior Floating Rate Fund, Inc.                         0                 0        $5,000,000.00     $5,000,000.00
Merrill Lynch Prime Rate Portfolio                                                               $5,000,000.00     $5,000,000.00
ML CBO IV (Cayman) Ltd.                                               0                 0       $10,000,000.00    $10,000,000.00
Van Kampen American Capital Prime Rate Income Trust                   0                 0       $10,000,000.00    $10,000,000.00
Octagon Credit Investor Loan Portfolio                                0                 0        $5,000,000.00     $5,000,000.00
- --------------------------------------------------------------------------------------------------------------------------------
    TOTAL                                                  $450,000,000.00   $200,000,000.00   $100,000,000.00   $750,000,000.00
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------

EX-4.10

                                                                    EXHIBIT 4.10



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


                              JACOR COMMUNICATIONS, INC.

                                         and

                         [_________________________________],
                                    As Depositary

                                         and

                            HOLDERS OF DEPOSITARY RECEIPTS


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

                                  DEPOSIT AGREEMENT

                                      ----------



                          Dated as of [____________], 199[_]


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



                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                   ARTICLE I
                                  DEFINITIONS ..............................   1

                                   ARTICLE II
                      FORM OF RECEIPTS, DEPOSIT OF STOCK,
                  EXECUTION AND DELIVERY, TRANSFER, SURRENDER,
                     REDEMPTION AND CONVERSION OF RECEIPTS..................   3

SECTION 2.1.  Form and Transfer of Receipts.................................   3
SECTION 2.2.  Deposit of Stock; Execution and Delivery of Receipts in
                   Respect Thereof..........................................   4
SECTION 2.3.  Redemption and Conversion of Stock............................   4
SECTION 2.4.  Register of Transfer of Receipts..............................   7
SECTION 2.5.  Combination and Split-ups of Receipts ........................   7
SECTION 2.6.  Surrender of Receipts and Withdrawal of Stock ................   7
SECTION 2.7.  Limitations on Execution and Delivery, Transfer, Split-up,
                   Combination, Surrender and Exchange of Receipts and
                   Withdrawal or Deposit of Stock...........................   8
SECTION 2.8.  Lost Receipts, etc............................................   9
SECTION 2.9.  Cancellation and Destruction of Surrendered Receipts..........   9

                                  ARTICLE III
                   CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS
                                 AND THE COMPANY............................   9

SECTION 3.1.  Filing Proofs, Certificates and Other Information.............   9
SECTION 3.2.  Payment of Taxes or Other Governmental Charges................  10
SECTION 3.3.  Withholding ..................................................  10
SECTION 3.4.  Representations and Warranties as to Stock ...................  10

                                   ARTICLE IV
                               THE STOCK, NOTICES...........................  11

SECTION 4.1.  Cash Distributions............................................  11
SECTION 4.2.  Distributions Other Than Cash.................................  11
SECTION 4.3.  Subscription Rights, Preferences or Privileges ...............  12
SECTION 4.4.  Notice of Dividends, Fixing of Record Date for Holders of
                   Receipts.................................................  12
SECTION 4.5.  Voting Rights.................................................  13
SECTION 4.6.  Changes Affecting Stock and Reclassifications,
                   Recapitalizations, etc. .................................  13
SECTION 4.7.  Reports.......................................................  14
SECTION 4.8.  Lists of Receipt Holders......................................  14

                                          i




                                                                            PAGE
                                                                            ----

                                   ARTICLE V
                    THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                          THE REGISTRAR AND THE COMPANY.....................  14

SECTION 5.1.  Maintenance of Offices, Agencies, Transfer Books by the
                   Depositary; the Registrar................................  14
SECTION 5.2.  Prevention or Delay in Performance by the Depositary, the
                   Depositary's Agents, the Registrar or the Company........  15
SECTION 5.3.  Obligations of the Depositary, the Depositary's Agents, the
                   Registrar and the Company................................  15
SECTION 5.4.  Resignation and Removal of the Depositary, Appointment of
                   Successor Depositary.....................................  17
SECTION 5.5.  Corporate Notices and Reports.................................  18
SECTION 5.6.  Deposit of Stock by the Company...............................  18
SECTION 5.7.  Indemnification by the Company................................  18
SECTION 5.8.  Fees, Charges and Expenses....................................  18

                                   ARTICLE VI
                           AMENDMENT AND TERMINATION........................  19

SECTION 6.1.  Amendment.....................................................  19
SECTION 6.2.  Termination...................................................  19

                                  ARTICLE VII
                                 MISCELLANEOUS..............................  20

SECTION 7.1.  Counterparts..................................................  20
SECTION 7.2.  Exclusive Benefits of Parties.................................  20
SECTION 7.3.  Invalidity of Provisions......................................  20
SECTION 7.4.  Notices.......................................................  20
SECTION 7.5.  Depositary's Agents...........................................  21
SECTION 7.6.  Holders of Receipts Are Parties...............................  21
SECTION 7.7.  Governing Law.................................................  21
SECTION 7.8.  Headings......................................................  21

EXHIBIT A .................................................................  A-1


                                          ii



                                  DEPOSIT AGREEMENT


    DEPOSIT AGREEMENT, dated as of [________], 199[_], by and among Jacor
Communications, Inc., a Delaware corporation,
[_________________________________], a [________________], as Depositary, and
all holders from time to time of Receipts issued hereunder.

                                       RECITALS

    The Company desires to provide as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of Stock with the Depositary, as agent for
the beneficial owners of the Stock, for the purposes set forth in this Deposit
Agreement and for the issuance hereunder of the Receipts evidencing Depositary
Shares representing an interest in the Stock so deposited; and

    The Receipts are to be substantially in the form annexed as Exhibit A to
this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement.

    NOW, THEREFORE, in consideration of the premises contained herein, it is
agreed by and among the parties hereto as follows:

                                      ARTICLE I

                                      DEFINITIONS

    The following definitions shall apply to the respective terms (in the
singular and plural forms of such terms) used in this Deposit Agreement and the
Receipts:

    "CERTIFICATE OF DESIGNATIONS" shall mean the Certificate of Designations of
the Restated Certificate of Incorporation of the Company, as amended from time
to time, filed with the Secretary of State of the State of Delaware establishing
the Stock as a series of preferred stock of the Company.

    "CERTIFICATE OF INCORPORATION" shall mean the Certificate of Incorporation,
as amended and restated from time to time, of the Company.

    "COMMON STOCK" shall mean the Company's Common Stock, par value $.01 per
share.

    "COMPANY" shall mean Jacor Communications, Inc., a Delaware corporation,
and its successors.


                                          1



    "CORPORATE OFFICE" shall mean the office of the Depositary in [__________],
[______________] at which at any particular time its business in respect of
matters governed by this Deposit Agreement shall be administered, which at the
date of this Deposit Agreement is located at
[______________________].

    "DEPOSIT AGREEMENT" shall mean this agreement, as the same may be amended,
modified or supplemented from time to time.

    "DEPOSITARY" shall mean [_________________________________], as Depositary
hereunder, and any successor as Depositary hereunder.

    "DEPOSITARY SHARE" shall mean the rights evidenced by the Receipts executed
and delivered hereunder, including the interests in Stock granted to holders of
Receipts pursuant to the terms and conditions of the Deposit Agreement.  Each
Depositary Share shall represent an interest in [FRACTION] of a share of Stock
deposited with the Depositary hereunder and the same proportionate interest in
any and all other property received by the Depositary in respect of such share
of Stock and held under this Deposit Agreement.  Subject to the terms of this
Deposit Agreement, each record holder of a Receipt evidencing a Depositary Share
or Shares is entitled, proportionately, to all the rights, preferences and
privileges of the Stock represented by such Depositary Share or Shares,
including the dividend, voting and liquidation rights contained in the
Certificate of Designations, and to the benefits of all obligations and duties
of the Company in respect of the Stock under the Certificate of Designations and
the Certificate of Incorporation.

    "DEPOSITARY'S AGENT" shall mean an agent appointed by the Depositary as
provided, and for the purposes specified, in Section 7.5.

    "NEW YORK OFFICE" shall mean the facility maintained by the Depositary in
the Borough of Manhattan, The City of New York for accepting, executing and
delivering Receipts and other instruments prior to processing such instruments
at the Corporate Office, which facility at the date of this Deposit Agreement is
located at [______________________].

    "RECEIPT" shall mean a Depositary Receipt executed and delivered hereunder,
in substantially the form of Exhibit A hereto, evidencing Depositary Share or
Shares, as the same may be amended from time to time in accordance with the
provisions hereof.

    "RECORD HOLDER" or "HOLDER" as applied to a Receipt shall mean the person
in whose name a Receipt is registered on the books maintained by or on behalf of
the Depositary for such purpose.

    "REGISTRAR" shall mean any bank or trust company appointed to register
ownership and transfers of Receipts as herein provided.

    "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.


                                          2



    "STOCK" shall mean shares of the Company's [__________________________]
Preferred Stock, [______] par value.

                                      ARTICLE II

                         FORM OF RECEIPTS, DEPOSIT OF STOCK,
                     EXECUTION AND DELIVERY, TRANSFER, SURRENDER,
                        REDEMPTION AND CONVERSION OF RECEIPTS

    SECTION 2.1.  FORM AND TRANSFER OF RECEIPTS.

    Receipts shall be engraved or printed or lithographed on steel-engraved
borders and shall be substantially in the form set forth in Exhibit A annexed to
this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided.  Receipts shall be executed by the
Depositary by the manual signature of a duly authorized signatory of the
Depositary; PROVIDED, HOWEVER, that such signature may be a facsimile if a
Registrar (other than the Depositary) shall have countersigned the Receipts by
manual signature of a duly authorized signatory of the Registrar.  No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose unless it shall have been executed as provided in the
preceding sentence.  The Depositary shall record on its books each Receipt
executed as provided above and delivered as hereinafter provided.   Receipts
bearing the facsimile signature of anyone who was at any time a duly authorized
officer of the Depositary shall bind the Depositary, notwithstanding that such
officer has ceased to hold such office prior to the delivery of such Receipts.

    Receipts may be issued in denominations of any number of whole Depositary
Shares.  All Receipts shall be dated the date of their execution.

    Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or regulation or with the rules and regulations of any
securities exchange upon which the Stock or the Depositary Shares may be listed
or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by
reason of the date of issuance of the Stock or otherwise.

    Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer shall be transferable by delivery with the same effect as
in the case of a negotiable instrument; PROVIDED, HOWEVER, that the Depositary
may, notwithstanding any notice to the contrary, treat the Record Holder thereof
at such time as the absolute owner thereof for the purpose of determining the
person entitled to distributions of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.


                                          3



    SECTION 2.2.  DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN
RESPECT THEREOF.

    Subject to the terms and conditions of this Deposit Agreement, the Company
or any holder of Stock may deposit such Stock under this Deposit Agreement by
delivery to the Depositary of a certificate or certificates for the Stock to be
deposited, properly endorsed or accompanied, if required by the Depositary, by a
properly executed instrument of transfer in form satisfactory to the Depositary,
together with (i) all such certifications as may be required by the Depositary
in accordance with the provisions of this Deposit Agreement and (ii) a written
order of the Company or such holder, as the case may be, directing the
Depositary to execute and deliver to or upon the written order of the person or
persons stated in such order a Receipt or Receipts for the number of Depositary
Shares representing such deposited Stock.

    Upon receipt by the Depositary of a certificate or certificates for Stock
to be deposited hereunder, together with the other documents specified above,
the Depositary shall, as soon as transfer and registration can be accomplished,
present such certificate or certificates to the registrar and transfer agent of
the Stock for transfer and registration in the name of the Depositary or its
nominee of the Stock being deposited.  Deposited Stock shall be held by the
Depositary in an account to be established by the Depositary at the Corporate
Office.

    Upon receipt by the Depositary of a certificate or certificates for Stock
to be deposited hereunder, together with the other documents specified above,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver, to or upon the order of the person or persons named
in the written order delivered to the Depositary referred to in the first
paragraph of this Section 2.2, a Receipt or Receipts for the number of whole
Depositary Shares representing the Stock so deposited and registered in such
name or names as may be requested by such person or persons.  The Depositary
shall execute and deliver such Receipt or Receipts at the New York Office,
except that, at the request, risk and expense of any person requesting such
delivery and for the account of such person, such delivery may be made at such
other place as may be designated by such person. In each case, delivery will be
made only upon payment by such person to the Depositary of all taxes and other
governmental charges and any fees payable in connection with such deposit and
the transfer of the deposited Stock.

    The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Deposit Agreement.

    SECTION 2.3.  REDEMPTION AND CONVERSION OF STOCK.(*)

    Whenever the Company shall elect to redeem or be required to convert shares
of Stock into shares of Common Stock in accordance with the Certificate of
Designations, the Company shall (unless otherwise agreed in writing with the
Depositary) give the Depositary in its capacity as Depositary not less than 5
business days' prior notice of the proposed date of the mailing of a notice of
redemption or conversion of Stock and the simultaneous redemption or conversion
of the


                                          4



Depositary Shares representing the Stock to be redeemed or converted and of the
number of such shares of Stock held by the Depositary to be redeemed or
converted.  The Depositary shall, as directed by the Company in writing, mail,
first class postage prepaid, notice of the redemption or conversion of Stock and
the proposed simultaneous redemption or conversion of the Depositary Shares
representing the Stock to be redeemed or converted, not less than 30 and not
more than 60 days prior to the date fixed for redemption or conversion of such
Stock and Depositary Shares, to the record holders of the Receipts evidencing
the Depositary Shares to be so redeemed or converted, at the addresses of such
holders as the same appear on the records of the Depositary; PROVIDED, that if
the effectiveness of a Merger or Consolidation (as defined in the Certificate of
Designations) makes it impracticable to provide at least 30 days' notice, the
Depositary shall provide such notice as soon as practicable prior to such
effectiveness.   Any such notice shall also be published in the same manner as
notices of redemption or conversion of Stock are required to be published
pursuant to the Certificate of Designations.  Notwithstanding the foregoing,
neither failure to mail or publish any such notice to one or more such holders
nor any defect in any notice shall affect the sufficiency of the proceedings for
redemption or conversion.  The Company shall provide the Depositary with such
notice, and each such notice shall state: the redemption or conversion date; the
number of Depositary Shares to be redeemed or converted; if fewer than all the
Depositary Shares held by any holder are to be redeemed, the number of such
Depositary Shares held by such holder to be so redeemed; in the case of a call
for redemption, the call price payable upon redemption and the Current Market
Price (as defined in the Certificate of Designations to be used to calculate the
number of shares of Common Stock deliverable upon redemption; whether the
Company is exercising any option to deliver shares of Common Stock in lieu of
any cash consideration pursuant to the Certificate of Designations and the
Current Market Price to be used to calculate the number of such shares; the
place or places where Receipts evidencing Depositary Shares to be redeemed or
converted are to be surrendered for redemption or conversion; whether the
Company is depositing with a bank or trust company on or before the redemption
or conversion date, the shares of Common Stock and cash, if any, payable by the
Company and the proposed date of such deposit; the amount of accrued and unpaid
dividends payable per share of Stock to be redeemed or converted to and
including such redemption or conversion date, as the case may be, and that
dividends in respect of the Stock represented by the Depositary Shares to be
redeemed or converted will cease to accrue on such redemption or conversion date
(unless the Company shall default in delivering shares of Common Stock and cash,
if any, at the time and place specified in such notice).  On the date of any
such redemption or conversion, the Depositary shall surrender the certificate or
certificates held by the Depositary evidencing the number of shares of Stock to
be redeemed or converted in the manner specified in the notice of redemption or
conversion of Stock provided by the Company pursuant to the Certificate of
Designations.  The Depositary shall, thereafter, redeem or convert the number of
Depositary Shares representing such redeemed or converted Stock upon the
surrender of Receipts evidencing such Depositary Shares in the manner provided
in the notice sent to record holders of Receipts; PROVIDED, that the Depositary
shall have received, upon surrendering such certificate or certificates as
aforesaid, a sufficient number of shares of Common Stock to convert or redeem
such number of Depositary Shares (including, in the event that the Company
elects pursuant to the Certificate of Designations to exercise any option to
deliver shares of Common Stock in lieu of any cash consideration payable on the
Effective Date (as defined in the Certificate of Designations) of


                                          5



any Merger or Consolidation, a number of shares of Common Stock equal to such
cash consideration (as determined in the manner set forth in the Certificate of
Designations)), plus any accrued and unpaid dividends payable with respect
thereto to and including the date of any such redemption or conversion and any
other cash consideration payable on the Effective Date of a Merger or
Consolidation (other than any dividends or other cash consideration payable on
the Effective Date of a Merger or Consolidation that the Company has elected to
pay in shares of Common Stock pursuant to the Certificate of Designations) as
instructed and calculated by the Company.  In case fewer than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed shall be selected by the Depositary by lot or on a pro rata basis.
- -----------
    (*) This section to be modified to discuss specific redemption or
conversion terms of the Stock, if any.

    Notice having been mailed by the Depositary as aforesaid, from and after
the redemption or conversion date (unless the Company shall have failed to
redeem or convert the shares of Stock to be redeemed or converted by it upon the
surrender of the certificate or certificates therefor by the Depositary as
described in the preceding paragraph), the Depositary Shares called for
redemption or subject to conversion shall be deemed no longer to be outstanding
and all rights of the holders of Receipts evidencing such Depositary Shares
(except the right to receive the shares of Common Stock and cash, if any,
payable upon redemption or conversion upon surrender of such Receipts) shall, to
the extent of such Depositary Shares, cease and terminate. Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares
(properly endorsed or assigned for transfer, if the Depositary shall so
require), such Depositary Shares shall be converted into or redeemed for shares
of Common Stock at a rate equal to [FRACTION] of the number of shares of Common
Stock delivered, and the holders thereof shall be entitled to [FRACTION] of the
cash, if any, payable, in respect of the shares of Stock pursuant to the
Certificate of Designations.  The foregoing shall be subject further to the
terms and conditions of the Certificate of Designations.

    If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the shares of Common Stock
and all accrued and unpaid dividends to and including the date fixed for
redemption payable in respect of the Depositary Shares called for redemption, a
new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.

    To the extent that Depositary Shares are converted into or redeemed for
shares of Common Stock and all of such shares of Common Stock cannot be
distributed to the record holders of Receipts converted or called for redemption
without creating fractional interests in such shares, the Depositary may, with
the consent of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of such shares of Common Stock at such place or
places and upon such terms as it may deem proper, and the net proceeds of any
such sale shall, subject to Section 3.2, be distributed or made available


                                          6



for distribution to such record holders that would otherwise receive fractional
interests in such shares of Common Stock.

    The Depositary shall not be required (a) to issue, transfer or exchange any
Receipts for a period beginning at the opening of business 15 days next
preceding any selection of Depositary Shares and Stock to be redeemed and ending
at the close of business on the day of the mailing of notice of redemption of
Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt
evidencing Depositary Shares called or being called for redemption, in whole or
in part, or subject to conversion except as provided in the second preceding
paragraph of this Section 2.3.

    SECTION 2.4.  REGISTER OF TRANSFER OF RECEIPTS.

    Subject to the terms and conditions of this Deposit Agreement, the
Depositary shall register on its books from time to time transfers of Receipts
upon any surrender thereof at the Corporate Office, the New York Office or such
other office as the Depositary may designate for such purpose, by the record
holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer, together with
evidence of the payment of any transfer taxes as may be required by law.  Upon
such surrender, the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto evidencing
the same aggregate number of Depositary Shares evidenced by the Receipt or
Receipts surrendered.

    SECTION 2.5.  COMBINATION AND SPLIT-UPS OF RECEIPTS.

    Upon surrender of a Receipt or Receipts at the Corporate Office, the New
York Office or such other office as the Depositary may designate for the purpose
of effecting a split-up or combination of Receipts, subject to the terms and
conditions of this Deposit Agreement, the Depositary shall execute and deliver a
new Receipt or Receipts in the authorized denominations requested evidencing the
same aggregate number of Depositary Shares evidenced by the Receipt or Receipts
surrendered; provided, however, that the Depositary shall not issue any Receipt
evidencing a fractional Depositary Share.

    SECTION 2.6.  SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK.(*)

    Any holder of a Receipt or Receipts may withdraw any or all of the Stock
(but only in whole shares of Stock) represented by the Depositary Shares
evidenced by such Receipts and all money and other property, if any, represented
by such Depositary Shares by surrendering such Receipt or Receipts at the
Corporate Office, the New York Office or at such other office as the Depositary
may designate for such withdrawals.  After such surrender, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person or persons
designated by such holder as hereinafter provided, the whole number of shares of
Stock and all such money and other property, if any, represented by the
Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal.  If the Receipt or Receipts delivered by the holder to the
Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of whole


                                          7



Depositary Shares representing the whole number of shares of Stock to be
withdrawn, the Depositary shall at the same time, in addition to such whole
number of shares of Stock and such money and other property, if any, to be
withdrawn, deliver to such holder, or (subject to Section 2.4) upon his order, a
new Receipt or Receipts evidencing such excess number of whole Depositary
Shares.  Delivery of the Stock and such money and other property being withdrawn
may be made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of
transfer.
- -----------
    (*) This Section to be modified to reflect any restrictions on withdrawal
of underlying securities.

    If the Stock and the money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank and that the
signature on such instrument of transfer be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program)
pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.

    The Depositary shall deliver the Stock and the money and other property, if
any, represented by the Depositary Shares evidenced by Receipts surrendered for
withdrawal, without unreasonable delay, at the office at which such Receipts
were surrendered, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof,
such delivery may be made, without unreasonable delay, at such other place as
may be designated by such holder.

    SECTION 2.7.  LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SPLIT-UP,
COMBINATION, SURRENDER AND EXCHANGE OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF
STOCK.

    As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination, surrender or exchange of any Receipt, the
delivery of any distribution thereon or the withdrawal or deposit of Stock, the
Depositary, any of the Depositary's Agents or the Company may require any or all
of the following:  (i) payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any tax or other governmental charge with respect
thereto (including any such tax or charge with respect to the Stock being
deposited or withdrawn or with respect to the Common Stock or other securities
or property of the Company being issued upon conversion or redemption); (ii)
production of proof satisfactory to it as to the identity and genuineness of any
signature; and (iii) compliance with such reasonable regulations, if any, as the
Depositary or the Company may establish not inconsistent with the provisions of
this Deposit Agreement.


                                          8



    The deposit of Stock may be refused, the delivery of Receipts against Stock
or the registration of transfer, split-up, combination, surrender or exchange of
outstanding Receipts and the withdrawal of deposited Stock may be suspended (i)
during any period when the register of stockholders of the Company is closed,
(ii) if any such action is deemed necessary or advisable by the Depositary, any
of the Depositary's Agents or the Company at any time or from time to time
because of any requirement of law or of any government or governmental body or
commission, or under any provision of this Deposit Agreement, or (iii) with the
approval of the Company, for any other reason.  Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under this
Deposit Agreement any shares of Stock that are required to be registered under
the Securities Act unless a registration statement under the Securities Act is
in effect as to such shares of Stock.

    SECTION 2.8.  LOST RECEIPTS, ETC.

    In case any Receipt shall be mutilated or destroyed or lost or stolen, the
Depositary shall execute and deliver a Receipt of like form and tenor in
exchange and substitution for such mutilated Receipt or in lieu of and in
substitution for such destroyed, lost or stolen Receipt unless the Depositary
has notice that such Receipt has been acquired by a bona fide purchaser;
provided, however, that the holder thereof provides the Depositary with (i)
evidence satisfactory to the Depositary of such destruction, loss or theft of
such Receipt, of the authenticity thereof and of his ownership thereof, (ii)
reasonable indemnification satisfactory to the Depositary or the payment of any
charges incurred by the Depositary in obtaining insurance in lieu of such
indemnification and (iii) payment of any expense (including fees, charges and
expenses of the Depositary) in connection with such execution and delivery.

    SECTION 2.9.  CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.

    All Receipts surrendered to the Depositary or any Depositary's Agent shall
be canceled by the Depositary.  Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so cancelled.

                                     ARTICLE III

                            CERTAIN OBLIGATIONS OF HOLDERS
                             OF RECEIPTS AND THE COMPANY

    SECTION 3.1.  FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.

    Any person presenting Stock for deposit or any holder of a Receipt may be
required from time to time to file such proof of residence or other information,
to execute such certificates and to make such representations and warranties as
the Depositary or the Company may reasonably deem necessary or proper.  The
Depositary or the Company may withhold or delay the delivery of any Receipt, the
registration of transfer, redemption, conversion or exchange of any Receipt, the


                                          9



withdrawal of the Stock represented by the Depositary Shares evidenced by any
Receipt or the distribution of any dividend or other distribution until such
proof or other information is filed, such certificates are executed or such
representations and warranties are made.

    SECTION 3.2.  PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.

    If any tax or other governmental charge shall become payable by or on
behalf of the Depositary with respect to (i) any Receipt, (ii) the Depositary
Shares evidenced by such Receipt, (iii) the Stock (or fractional interest
therein) or other property represented by such Depositary Shares, or (iv) any
transaction referred to in Section 4.6, such tax (including transfer, issuance
or acquisition taxes, if any) or governmental charge shall be payable by the
holder of such Receipt, who shall pay the amount thereof to the Depositary.
Until such payment is made, registration of transfer of any Receipt or any
split-up or combination thereof or any withdrawal of the Stock or money or other
property, if any, represented by the Depositary Shares evidenced by such Receipt
may be refused, any dividend or other distribution may be withheld and any part
or all of the Stock or other property (including Common Stock received in
connection with a conversion or redemption of Stock) represented by the
Depositary Shares evidenced by such Receipt may be sold for the account of the
holder thereof (after attempting by reasonable means to notify such holder prior
to such sale).  Any dividend or other distribution so withheld and the proceeds
of any such sale may be applied to any payment of such tax or other governmental
charge, the holder of such Receipt remaining liable for any deficiency.

    SECTION 3.3.  WITHHOLDING.

    The Depositary shall act as the tax withholding agent for any payments,
distributions and exchanges made with respect to the Depositary Shares and
Receipts, and the Stock, Common Stock or other securities or assets represented
thereby (collectively, the "Securities").  The Depositary shall be responsible
with respect to the Securities for the timely (i) collection and deposit of any
required withholding or backup withholding tax, and (ii) filing of any
information returns or other documents with federal (and other applicable)
taxing authorities.

    SECTION 3.4.  REPRESENTATIONS AND WARRANTIES AS TO STOCK.

    In the case of the initial deposit of the Stock, the Company and, in the
case of subsequent deposits thereof, each person so depositing Stock under this
Deposit Agreement shall be deemed thereby to represent and warrant that such
Stock and each certificate therefor are valid and that the person making such
deposit is duly authorized to do so.  Such representations and warranties shall
survive the deposit of the Stock and the issuance of Receipts therefor.


                                          10



                                      ARTICLE IV

                                  THE STOCK, NOTICES

    SECTION 4.1.  CASH DISTRIBUTIONS.

    Whenever the Depositary shall receive any cash dividend or other cash
distribution on the Stock, the Depositary shall, subject to Section 3.2,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.4 such amounts of such sum as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required by law to withhold and does withhold from any
cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly.  The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any owner of
Depositary Shares a fraction of one cent and any balance not so distributable
shall be held by the Depositary (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the
Depositary for distribution to record holders of Receipts then outstanding.

    SECTION 4.2.  DISTRIBUTIONS OTHER THAN CASH.

    Whenever the Depositary shall receive any distribution other than cash,
rights, preferences or privileges upon the Stock, the Depositary shall, subject
to Section 3.2, distribute to record holders of Receipts on the record date
fixed pursuant to Section 4.4 such amounts of the securities or property
received by it as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders, in
any manner that the Depositary and the Company may deem equitable and
practicable for accomplishing such distribution.  If, in the opinion of the
Company after consultation with the Depositary, such distribution cannot be made
proportionately among such record holders, or if for any other reason (including
any tax withholding or securities law requirement), the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company which approval shall not be
unreasonably withheld, adopt such method as it deems equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or
private sale) of the securities or property thus received, or any part thereof,
at such place or places and upon such terms as it may deem proper.  The net
proceeds of any such sale shall, subject to Section 3.2, be distributed or made
available for distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.1 in the case of a distribution
received in cash.


                                          11



    SECTION 4.3.  SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES.

    If the Company shall at any time offer or cause to be offered to the
persons in whose names Stock is registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts in such manner as the Company shall
instruct (including by the issue to such record holders of warrants representing
such rights, preferences or privileges); provided, however, that (a) if at the
time of issue or offer of any such rights, preferences or privileges the Company
determines and instructs the Depositary that it is not lawful or feasible to
make such rights, preferences or privileges available to some or all holders of
Receipts (by the issue of warrants or otherwise) or (b) if and to the extent
instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, the Depositary shall then, in each case, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall be distributed by the Depositary to the
record holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash.

    If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold such securities, the Company shall promptly file
a registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its best efforts and
take all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such holders to exercise such rights, preferences or
privileges.  In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such registration statement shall have become
effective or unless the offering and sale of such securities to such holders are
exempt from registration under the provisions of the Securities Act.

    If any other action under the law of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company agrees with the Depositary that the Company will use its reasonable
best efforts to take such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.

    SECTION 4.4.  NOTICE OF DIVIDENDS, FIXING OF RECORD DATE FOR HOLDERS OF
RECEIPTS.

    Whenever (i) any cash dividend or other cash distribution shall become
payable, or any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
Stock, or (ii) the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice or of


                                          12



the mandatory conversion of, or any election on the part of the Company to call
for the redemption of, any shares of Stock, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date
fixed by the Company with respect to the Stock) for the determination of the
holders of Receipts (x) who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or (y) who shall be entitled to give instructions for the exercise of
voting rights at any such meeting or to receive notice of such meeting or of
such conversion or redemption.

    SECTION 4.5.  VOTING RIGHTS.

    Upon receipt of notice of any meeting at which the holders of Stock are
entitled to vote, the Depositary shall, as soon as practicable thereafter, mail
to the record holders of Receipts a notice, which shall be provided by the
Company and which shall contain (i) such information as is contained in such
notice of meeting, (ii) a statement that the holders of Receipts at the close of
business on a specified record date fixed pursuant to Section 4.4 will be
entitled, subject to any applicable provision of law, the Certificate of
Incorporation or the Certificate of Designations, to instruct the Depositary as
to the exercise of the voting rights pertaining to the Stock represented by
their respective Depositary Shares and (iii) a brief statement as to the manner
in which such instructions may be given.  Upon the written request of a holder
of a Receipt on such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the Stock represented by the Depositary
Shares evidenced by such Receipt in accordance with the instructions set forth
in such request.  The Company hereby agrees to take all reasonable action that
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted.  In the absence of specific
instructions from the holder of a Receipt, the Depositary will abstain from
voting to the extent of the Stock represented by the Depositary Shares evidenced
by such Receipt.

    SECTION 4.6.  CHANGES AFFECTING STOCK AND RECLASSIFICATIONS,
RECAPITALIZATIONS, ETC.

    Upon any split-up, consolidation or any other reclassification of Stock, or
upon any recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party (other than a Merger or
Consolidation) or sale of all or substantially all of the Company's assets, the
Depositary shall treat any shares of stock or other securities or property
(including cash) that shall be received by the Depositary in exchange for or
upon conversion of or in respect of the Stock as new deposited property under
this Deposit Agreement, and Receipts then outstanding shall thenceforth
represent the proportionate interests of holders thereof in the new deposited
property so received in exchange for or upon conversion or in respect of such
Stock.  In any such case the Depositary may, in its discretion, with the
approval of the Company, execute and deliver additional Receipts, or may call
for the surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited property.


                                          13



    SECTION 4.7.  REPORTS.

    The Depositary shall make available for inspection by holders of Receipts
at the Corporate Office, the New York Office and at such other places as it may
from time to time deem advisable during normal business hours any reports and
communications received from the Company that are received by the Depositary as
the holder of Stock.

    SECTION 4.8.  LISTS OF RECEIPT HOLDERS.

    Promptly upon request from time to time by the Company, the Depositary
shall furnish to it a list, as of a recent date, of the names, addresses and
holdings of Depositary Shares of all persons in whose names Receipts are
registered on the books of the Depositary.  At the expense of the Company, the
Company shall have the right to inspect transfer and registration records of the
Depositary, any Depositary's Agent or the Registrar, take copies thereof and
require the Depositary, any Depositary's Agent or the Registrar to supply copies
of such portions of such records as the Company may request.

                                      ARTICLE V

                      THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                            THE REGISTRAR AND THE COMPANY

    SECTION 5.1.  MAINTENANCE OF OFFICES, AGENCIES, TRANSFER BOOKS BY THE
DEPOSITARY; THE REGISTRAR.

    Upon execution of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain (i) at the New York Office facilities for the
execution and delivery, registration, registration of transfer, surrender and
exchange, split-up, combination, redemption and conversion of Receipts and
deposit and withdrawal of Stock and (ii) at the Corporate Office and at the
offices of the Depositary's Agents, if any, facilities for the delivery,
registration, registration of transfer, surrender and exchange, split-up,
combination, conversion and redemption of Receipts and deposit and withdrawal of
Stock, all in accordance with the provisions of this Deposit Agreement.

    The Depositary shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books at all reasonable times shall
be open for inspection by the record holders of Receipts; provided that any such
holder requesting to exercise such right shall certify to the Depositary that
such inspection shall be for a proper purpose reasonably related to such
person's interest as an owner of Depositary Shares.  The Depositary shall
consult with the Company upon receipt of any request for inspection.  The
Depositary may close such books, at any time or from time to time, when deemed
expedient by it in connection with the performance of its duties hereunder.


                                          14



    If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on one or more stock
exchanges, the Depositary shall, with the approval of the Company, appoint a
Registrar for registry of such Receipts or Depositary Shares in accordance with
the requirements of such exchange or exchanges.  Such Registrar (which may be
the Depositary if so permitted by the requirements of such exchange or
exchanges) may be removed and a substitute registrar appointed by the Depositary
upon the request or with the approval of the Company.  In addition, if the
Receipts, such Depositary Shares or such Stock are listed on one or more stock
exchanges, the Depositary will, at the request of the Company, arrange such
facilities for the delivery, registration, registration of transfer, surrender
and exchange, split-up, combination, redemption or conversion of such Receipts,
such Depositary Shares or such Stock as may be required by law or applicable
stock exchange regulations.

    SECTION 5.2.  PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE
DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY.

    Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall incur any liability to any holder of any Receipt, if by reason of
any provision of any present or future law or regulation thereunder of the
United States of America or of any other governmental authority or, in the case
of the Depositary, the Registrar or any Depositary's Agent, by reason of any
provision, present or future, of the Certificate of Incorporation or the
Certificate of Designations or, in the case of the Company, the Depositary, the
Registrar or any Depositary's Agent, by reason of any act of God or war or other
circumstances beyond the control of the relevant party, the Depositary, any
Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
from doing or performing any act or thing that the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary's Agent, the Registrar or the Company incur any liability to any
holder of a Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of this Deposit
Agreement provide shall or may be done or performed, or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement except, in the case of the Depositary, any Depositary's Agent or the
Registrar, if any such exercise or failure to exercise discretion is caused by
its negligence or bad faith.

    SECTION 5.3.  OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE
REGISTRAR AND THE COMPANY.

    The Company assumes no obligation and shall be subject to no liability
under this Deposit Agreement or the Receipts to holders or other persons, except
to perform in good faith such obligations as are specifically set forth and
undertaken by it to perform in this Deposit Agreement.  Each of the Depositary,
the Depositary's Agents and the Registrar assumes no obligation and shall be
subject to no liability under this Deposit Agreement or the Receipts to holders
or other persons, except to perform such obligations as are specifically set
forth and undertaken by it to perform in this Deposit Agreement without
negligence or bad faith.


                                          15



    Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding with respect to Stock, Depositary Shares,
Receipts or Common Stock that in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.

    Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be liable for any action or any failure to act by it in reliance
upon the advice of or information from legal counsel, accountants, any person
presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such advice or information.
The Depositary, any Depositary's Agent, the Registrar and the Company may each
rely and shall each be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed
or presented by the proper party or parties.

    The Depositary, the Registrar and any Depositary's Agent may own and deal
in any class of securities of the Company and its affiliates and in Receipts or
Depositary Shares.  The Depositary may also act as transfer agent or registrar
of any of the securities of the Company and its affiliates.

    It is intended that neither the Depositary nor any Depositary's Agent shall
be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or
the Common Stock issued upon conversion or redemption of the Stock under the
federal securities laws or applicable state securities laws, it being expressly
understood and agreed that the Depositary and any Depositary's Agent are acting
only in a ministerial capacity as Depositary for the Stock; provided, however,
that the Depositary agrees to comply with all information reporting and
withholding requirements applicable to it under law or this Deposit Agreement in
its capacity as Depositary.

    Neither the Depositary (or its officers, directors, employees or agents)
nor any Depositary's Agent makes any representation or has any responsibility as
to the validity of the Registration Statement pursuant to which the Depositary
Shares are registered under the Securities Act, the Stock, the Depositary Shares
or any instruments referred to therein or herein, or as to the correctness of
any statement made therein or herein; provided, however, that the Depositary is
responsible for its representations in this Deposit Agreement.

    The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of
the Company summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder or
of the Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title or
interest of the record holders of Receipts in and to the Depositary Shares
except that the Depositary hereby represents and warrants as follows:  (i) the
Depositary has been duly organized and is validly existing and in good standing
under the laws of the State of [____________], with full power, authority and
legal right under such law to execute, deliver and


                                          16



carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has
been duly authorized, executed and delivered by the Depositary; and (iii) this
Deposit Agreement constitutes a valid and binding obligation of the Depositary,
enforceable against the Depositary in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).  The Depositary shall not be accountable for the use or application by the
Company of the Depositary Shares or the Receipts or the proceeds thereof.

    SECTION 5.4.  RESIGNATION AND REMOVAL OF THE DEPOSITARY, APPOINTMENT OF
SUCCESSOR DEPOSITARY.

    The Depositary may at any time resign as Depositary hereunder by written
notice via registered mail of its election to do so delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

    The Depositary may at any time be removed by the Company by written notice
of such removal delivered to the Depositary, such removal to take effect upon
the appointment of a successor depositary and its acceptance of such appointment
as hereinafter provided.

    In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 45 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company, or an affiliate of a bank or trust
company, having its principal office in the United States of America and having
a combined capital and surplus of at least $50,000,000.  If a successor
depositary shall not have been appointed in 45 days, the resigning or removed
Depositary may petition a court of competent jurisdiction to appoint a successor
depositary.  Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all rights, title and interest in the Stock and any moneys or property held
hereunder to such successor and shall deliver to such successor a list of the
record holders of all outstanding Receipts.  Any successor depositary shall
promptly mail notice of its appointment to the record holders of Receipts.

    Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act.  Such successor
depositary may execute the Receipts either in the name of the predecessor
depositary or in the name of the successor depositary.


                                          17



    SECTION 5.5.  CORPORATE NOTICES AND REPORTS.

    The Company agrees that it will deliver to the Depositary, and the
Depositary will, promptly after receipt thereof, transmit to the record holders
of Receipts, in each case at the address recorded in the Depositary's books,
copies of all notices and reports (including financial statements) required by
law, by the rules of any national securities exchange upon which the Stock, the
Depositary Shares or the Receipts are listed or by the Certificate of
Incorporation and the Certificate of Designations to be furnished by the Company
to holders of Stock. Such transmission will be at the Company's expense and the
Company will provide the Depositary with such number of copies of such documents
as the Depositary may reasonably request.  In addition, the Depositary will
transmit to the record holders of Receipts at the Company's expense such other
documents as may be requested by the Company.

    SECTION 5.6.  DEPOSIT OF STOCK BY THE COMPANY.

    The Company agrees with the Depositary that neither the Company nor any
company controlled by the Company will at any time deposit any Stock if such
Stock is required to be registered under the provisions of the Securities Act
and no registration statement is at such time in effect as to such Stock.

    SECTION 5.7.  INDEMNIFICATION BY THE COMPANY.

    The Company agrees to indemnify the Depositary, any Depositary's Agent and
any Registrar against, and hold each of them harmless from, any liability, costs
and expenses (including reasonable fees and expenses of counsel) that may arise
out of or in connection with its acting as Depositary, Depositary's Agent or
Registrar, respectively, under this Deposit Agreement and the Receipts, except
for any liability arising out of negligence, bad faith or willful misconduct on
the part of any such person or persons.

    SECTION 5.8.  FEES, CHARGES AND EXPENSES.

    No fees, charges and expenses of the Depositary or any Depositary's Agent
hereunder or of any Registrar shall be payable by any person other than the
Company, except for any taxes and other governmental charges and except as
provided in this Deposit Agreement.  If, at the request of a holder of a
Receipt, the Depositary incurs fees, charges or expenses for which it is not
otherwise liable hereunder, such holder or other person will be liable for such
fees, charges and expenses. All other fees, charges and expenses of the
Depositary and any Depositary's Agent hereunder and of any Registrar (including,
in each case, reasonable fees and expenses of counsel) incident to the
performance of their respective obligations hereunder will be paid from time to
time upon consultation and agreement between the Depositary and the Company as
to the amount and nature of such fees, charges and expenses.


                                          18



                                      ARTICLE VI

                              AMENDMENT AND TERMINATION

    SECTION 6.1.  AMENDMENT.

    The form of the Receipts and any provision of this Deposit Agreement may at
any time and from time to time be amended by agreement between the Company and
the Depositary in any respect that they may deem necessary or desirable.  Any
amendment that shall impose or increase any fees, taxes or charges payable by
holders of Receipts (other than taxes and other governmental charges, fees and
other expenses payable by holders pursuant to the terms hereof or of the
Receipts), or that shall otherwise prejudice any substantial existing right of
holders of Receipts, shall not become effective as to outstanding Receipts until
the expiration of 90 days after notice of such amendment shall have been given
to the record holders of outstanding Receipts.  Every holder of an outstanding
Receipt at the time any such amendment becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by this Deposit Agreement as amended thereby.  In no event shall any
amendment impair the right, subject to the provisions of Sections 2.3, 2.6 and
2.7 and Article III, of any owner of any Depositary Shares to surrender the
Receipt evidencing such Depositary Shares with instructions to the Depositary to
deliver to the holder the Stock and all money and other property, if any,
represented thereby, except in order to comply with mandatory provisions of
applicable law.

    SECTION 6.2.  TERMINATION.

    Whenever so directed by the Company, the Depositary will terminate this
Deposit Agreement by mailing notice of such termination to the record holders of
all Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination.  The Depositary may likewise terminate this Deposit
Agreement if at any time 45 days shall have expired after the Depositary shall
have delivered to the Company a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.4.

    If any Receipts shall remain outstanding after the date of termination of
this Deposit Agreement, the Depositary thereafter shall discontinue the transfer
of Receipts, shall suspend the distribution of dividends to the holders thereof
and shall not give any further notices (other than notice of such termination)
or perform any further acts under this Deposit Agreement, except as provided
below and that the Depositary shall continue to collect dividends and other
distributions pertaining to Stock, shall sell rights, preferences or privileges
as provided in this Deposit Agreement and shall continue to deliver the Stock
and any money and other property represented by Receipts, without liability for
interest thereon, upon surrender thereof by the holders thereof.  At any time
after the expiration of two years from the date of termination, the Depositary
may sell Stock then held hereunder at public or private sale, at such places and
upon such terms as it deems proper and may thereafter hold in a segregated
account the net proceeds of any such sale, together with any money and other
property held by it hereunder, without liability for interest, for the benefit,
pro rata in


                                          19



accordance with their holdings, of the holders of Receipts that have not
heretofore been surrendered.  After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement except to account
for such net proceeds and money and other property.  Upon the termination of
this Deposit Agreement, the Company shall be discharged from all obligations
under this Deposit Agreement except for its obligations to the Depositary, any
Depositary's Agent and any Registrar under Sections 5.7 and 5.8.  In the event
this Deposit Agreement is terminated, the Company hereby agrees to use its best
efforts to list the underlying Stock on the New York Stock Exchange, Inc.

                                     ARTICLE VII

                                    MISCELLANEOUS

    SECTION 7.1.  COUNTERPARTS.

    This Deposit Agreement may be executed by the Company and the Depositary in
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed an original, but all such counterparts taken together
shall constitute one and the same instrument.  Delivery of an executed
counterpart of a signature page to this Deposit Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Deposit
Agreement.  Copies of this Deposit Agreement shall be filed with the Depositary
and the Depositary's Agents and shall be open to inspection during business
hours at the Corporate Office and the New York Office and the respective offices
of the Depositary's Agents, if any, by any holder of a Receipt.

    SECTION 7.2.  EXCLUSIVE BENEFITS OF PARTIES.

    This Deposit Agreement is for the exclusive benefit of the parties hereto,
and their respective successors hereunder, and shall not be deemed to give any
legal or equitable right, remedy or claim to any other person whatsoever.

    SECTION 7.3.  INVALIDITY OF PROVISIONS.

    In case any one or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

    SECTION 7.4.  NOTICES.

    Any notices to be given to the Company hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail, or by telegram or telex or telecopier confirmed by
letter, addressed to the Company at 50 E. RiverCenter Boulevard, 12th Floor,
Covington, Kentucky 41011, Attention: Treasurer, or at any other place to which
the Company may have transferred its principal executive office.


                                          20



    Any notices to be given to the Depositary hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail, or by telegram or telex or telecopier confirmed by
letter, addressed to the Depositary at the Corporate Office.

    Any notices given to any record holder of a Receipt hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary or, if such holder
shall have filed with the Depositary a written request that notices intended for
such holder be mailed to some other address, at the address designated in such
request.

    Delivery of a notice sent by mail, or by telegram or telex or telecopier
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a duly addressed letter confirming an earlier notice in
the case of a telegram or telex or telecopier message) is deposited, postage
prepaid, in a post office letter box.  The Depositary or the Company may,
however, act upon any telegram or telex or telecopier message received by it
from the other or from any holder of a Receipt, notwithstanding that such
telegram or telex or telecopier message shall not subsequently be confirmed by
letter as aforesaid.

    SECTION 7.5.  DEPOSITARY'S AGENTS.

    The Depositary may, with the approval of the Company which approval shall
not be unreasonably withheld, from time to time appoint one or more Depositary's
Agents to act in any respect for the Depositary for the purposes of this Deposit
Agreement and may vary or terminate the appointment of such Depositary's Agents.

    SECTION 7.6.  HOLDERS OF RECEIPTS ARE PARTIES.

    Notwithstanding that holders of Receipts have not executed and delivered
this Deposit Agreement or any counterpart thereof, the holders of Receipts from
time to time shall be deemed to be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions, and be entitled to all of the
benefits, hereof and of the Receipts by acceptance of delivery of Receipts.

    SECTION 7.7.  GOVERNING LAW.

    This Deposit Agreement and the Receipts and all rights hereunder and
thereunder and provisions hereof and thereof shall be governed by, and construed
in accordance with, the law of the State of New York without giving effect to
principles of conflict of laws.

    SECTION 7.8.  HEADINGS.

    The headings of articles and sections in this Deposit Agreement and in the
form of the Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are not to be


                                          21



regarded as a part of this Deposit Agreement or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.

    IN WITNESS WHEREOF, Jacor Communications, Inc. and
[_________________________] have duly executed this Deposit Agreement as of the
day and year first above set forth and all holders of Receipts shall become
parties hereto by and upon acceptance by them of delivery of Receipts issued in
accordance with the terms hereof.

                                       JACOR COMMUNICATIONS, INC.

Attest:

By:                                    By:
   --------------------------------       --------------------------------
                                           Authorized Officer


                                       [                                  ]
                                        ----------------------------------
Attest:

By:                                    By:
   --------------------------------       --------------------------------
                                           Authorized Signatory


                                          22



                                      EXHIBIT A

                                  DEPOSITARY RECEIPT
                                         FOR
                                  DEPOSITARY SHARES
                      EACH REPRESENTING [FRACTION] OF A SHARE OF
                 [__________________________________] PREFERRED STOCK
                                          OF
                              JACOR COMMUNICATIONS, INC.
               (Incorporated under the Laws of the State of Delaware)
                                         No.


    [_________________________________] (the "Depositary") hereby certifies
that ____________ is the registered owner of ___________ Depositary Shares (the
"Depositary Shares"), each Depositary Share representing [FRACTION] of a share
of [____________________________] Preferred Stock, [____] par value (the
"Stock"), of Jacor Communications, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), and the same
proportionate interest in any and all other property received by the Depositary
in respect of such shares of Stock and held by the Depositary under the Deposit
Agreement (as defined below).   Subject to the terms of the Deposit Agreement,
each owner of a Depositary Share is entitled, proportionately, to all the
rights, preferences and privileges of the Stock represented thereby, including
the dividend, voting, liquidation and other rights contained in the Certificate
of Designations establishing the rights, preferences, privileges and limitations
of the Stock (the "Certificate of Designations"), copies of which are on file at
the office of the Depositary at which at any particular time its business in
respect of matters governed by the Deposit Agreement shall be administered,
which at the time of the execution of the Deposit Agreement is located at
[____________________________] (the "Corporate Office").

    This Depositary Receipt ("Receipt") shall not be entitled to any benefits
under the Deposit Agreement or be valid or obligatory for any purpose unless
this Receipt shall have been executed manually or, if a Registrar for the
Receipts (other than the Depositary) shall have been appointed, by facsimile by
the Depositary by the signature of a duly authorized signatory and, if executed
by facsimile signature of the Depositary, shall have been countersigned manually
by such Registrar by the signature of a duly authorized signatory.

THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED STOCK. THE
DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE DESCRIPTION SET
FORTH IN THIS RECEIPT, WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY
SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT.  UNLESS EXPRESSLY SET
FORTH IN THE DEPOSIT AGREEMENT, THE DEPOSITARY MAKES NO WARRANTIES OR
REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT
ANY TIME DEPOSITED WITH THE DEPOSITARY UNDER THE DEPOSIT AGREEMENT OR OF THE


                                         A-1



DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE DEPOSIT AGREEMENT,
AS TO THE VALUE OF THE DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST
OF THE RECORD HOLDERS OF THE DEPOSITARY RECEIPTS IN AND TO THE DEPOSITARY
SHARES.

    The Company will furnish to any holder of this Receipt without charge, upon
request addressed to its executive office, a full statement of the designation,
relative rights, preferences and limitations of the shares of each authorized
class, and of each class of preferred stock authorized to be issued, so far as
the same may have been fixed, and a statement of the authority of the Board of
Directors of the Company to designate and fix the relative rights, preferences
and limitations of other classes.

    This Receipt is continued on the reverse hereof and the additional
provisions therein set forth for all purposes have the same effect as if set
forth at this place.


Dated:

[                             ],
 -----------------------------
  as Depositary and Registrar



By:
   ---------------------------
   Authorized Signatory


                                         A-2



                                   [FORM OF REVERSE
                                OF DEPOSITARY RECEIPT]


    1.  The Deposit Agreement.  Depositary Receipts (the "Receipts"), of which
this Receipt is one, are made available upon the terms and conditions set forth
in the Deposit Agreement, dated as of [_________], 199[_] (the "Deposit
Agreement"), among the Company, the Depositary and all holders from time to time
of Receipts.  The Deposit Agreement (copies of which are on file at the
Corporate Office, the office maintained by the Depositary in the Borough of
Manhattan, the City of New York which at the time of the execution of the
Deposit Agreement is located at [________________________] (the "New York
Office") and at the office of any agent of the Depositary) sets forth the rights
of holders of Receipts and the rights and duties of the Depositary.  The
statements made on the face and the reverse of this Receipt are summaries of
certain provisions of the Deposit Agreement and are subject to the detailed
provisions thereof, to which reference is hereby made.  In the event of any
conflict between the provisions of this Receipt and the provisions of the
Deposit Agreement, the provisions of the Deposit Agreement will govern.

    2.  Definitions.  Unless otherwise expressly herein provided, all defined
terms used herein shall have the meanings ascribed thereto in the Deposit
Agreement.

    3.  Redemption and Conversion of Stock.(*)   Whenever the Company shall
elect to redeem or be required to convert shares of Stock into shares of Common
Stock in accordance with the Certificate of Designations, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary in its
capacity as Depositary not less than 5 business days' prior notice of the
proposed date of the mailing of a notice of redemption or conversion of Stock
and the simultaneous redemption or conversion of the Depositary Shares
representing the Stock to be redeemed or converted and of the number of such
shares of Stock held by the Depositary to be redeemed or converted.  The
Depositary shall, as directed by the Company in writing, mail, first class
postage prepaid, notice of the redemption or conversion of Stock and the
proposed simultaneous redemption or conversion of Depositary Shares representing
the Stock to be redeemed or converted, not less than 30 and not more than 60
days prior to the date fixed for redemption or conversion of such Stock and
Depositary Shares, to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed or converted, at the addresses of such
holders as the same appear on the records of the Depositary; provided, that if
the effectiveness of a Merger or Consolidation (as defined in the Certificate of
Designations) makes it impracticable to provide at least 30 days' notice, the
Depositary shall provide such notice as soon as practicable prior to such
effectiveness.  Any such notice shall also be published in the same manner as
notices of redemption or conversion of the Stock are required to be published
pursuant to the Certificate of Designations.  On the date of any such redemption
or conversion, the Depositary shall surrender the certificate or certificates
held by the Depositary evidencing the number of shares of Stock to be redeemed
or converted in the manner specified in the notice of redemption or conversion
of Stock provided by the Company pursuant to the Certificate of Designations.
The Depositary shall, thereafter, redeem or convert the number of


                                         A-3



Depositary Shares representing such redeemed or converted Stock upon the
surrender of Receipts evidencing such Depositary Shares in the manner provided
in the notice sent to record holders of Receipts; provided, that the Depositary
shall have received, upon surrendering such certificate or certificates as
aforesaid, a sufficient number of shares of Common Stock to convert or redeem
such number of Depositary Shares (including, in the event that the Company
elects pursuant to the Certificate of Designations to exercise any option to
deliver shares of Common Stock in lieu of any cash consideration payable on the
Effective Date (as defined in the Certificate of Designations) of any Merger or
Consolidation, a number of shares of Common Stock equal to such cash
consideration (as determined in the manner set forth in the Certificate of
Designations)), plus any accrued and unpaid dividends payable with respect
thereto to and including the date of any such redemption or conversion and any
other cash consideration payable on the Effective Date of a Merger or
Consolidation (other than any dividends or other cash consideration payable on
the Effective Date of a Merger or Consolidation that the Company has elected to
pay in shares of Common Stock pursuant to the Certificate of Designations).   In
case fewer than all the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed shall be selected by the Depositary by lot or
on a pro rata basis.   Notice having been mailed and published as aforesaid,
from and after the redemption or conversion date (unless the Company shall have
failed to redeem or convert the shares of Stock to be redeemed or converted by
it upon the surrender of the certificate or certificates therefor by the
Depositary as described above), the Depositary Shares called for redemption or
subject to conversion shall be deemed no longer to be outstanding and all rights
of the holders of Receipts evidencing such Depositary Shares (except the right
to receive the shares of Common Stock and cash, if any, payable upon redemption
or conversion upon surrender of such Receipts) shall, to the extent of such
Depositary Shares, cease and terminate. Upon surrender in accordance with said
notice of the Receipts evidencing such Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary shall so require), such Depositary
Shares shall be converted into or redeemed for shares of Common Stock at a rate
equal to [FRACTION] of the number of shares of Common Stock delivered, and the
holders thereof shall be entitled to [FRACTION] of the cash, if any, payable, in
respect of the shares of Stock pursuant to the Certificate of Designations.  The
foregoing is subject further to the terms and conditions of the Certificate of
Designations.  If fewer than all of the Depositary Shares evidenced by this
Receipt are called for redemption, the Depositary will deliver to the holder of
this Receipt upon its surrender to the Depositary, together with shares of
Common Stock and all accrued and unpaid dividends to and including the date
fixed for redemption payable in respect of the Depositary Shares called for
redemption, a new Receipt evidencing the Depositary Shares evidenced by such
prior Receipt and not called for redemption.
- -----------
    (*) This section to be modified to discuss specific redemption or
conversion terms of the Stock, if any.

    4.  Surrender of Receipts and Withdrawal of Stock.  Upon surrender of this
Receipt to the Depositary at the Corporate Office, the New York Office or at
such other offices as the Depositary may designate, and subject to the
provisions of the Deposit Agreement, the holder hereof is entitled to withdraw,
and to obtain delivery, without unreasonable delay, to or upon the order of such
holder, any or all of the Stock (but only in whole shares of Stock) and all
money and other property, if any, at the time represented by the Depositary
Shares evidenced by this Receipt; provided, however, that,


                                         A-4



in the event this Receipt shall evidence a number of Depositary Shares in excess
of the number of Depositary Shares representing the whole number of shares of
Stock to be withdrawn, the Depositary shall, in addition to such whole number of
shares of Stock and such money and other property, if any, to be withdrawn,
deliver, to or upon the order of such holder, a new Receipt or Receipts
evidencing such excess number of whole Depositary Shares.

    5.  Transfers, Split-ups, Combinations.  Subject to Paragraphs 6, 7 and 8
below, this Receipt is transferable on the books of the Depositary upon
surrender of this Receipt to the Depositary at the Corporate Office or the New
York Office, or at such other offices as the Depositary may designate, properly
endorsed or accompanied by a properly executed instrument of transfer, and upon
such transfer the Depositary shall sign and deliver a Receipt or Receipts to or
upon the order of the person entitled thereto, all as provided in and subject to
the Deposit Agreement.  This Receipt may be split into other Receipts or
combined with other Receipts into one Receipt evidencing the same aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered;
provided, however, that the Depositary shall not issue any Receipt evidencing a
fractional Depositary Share.

    6.  Conditions to Signing and Delivery, Transfer, etc., of Receipts.  Prior
to the execution and delivery, registration of transfer, split-up, combination,
surrender or exchange of this Receipt, the delivery of any distribution hereon
or the withdrawal or deposit of Stock, the Depositary, any of the Depositary's
Agents or the Company may require any or all of the following:  (i) payment to
it of a sum sufficient for the payment (or, in the event that the Depositary or
the Company shall have made such payment, the reimbursement to it) of any tax or
other governmental charge with respect thereto (including any such tax or charge
with respect to Stock being deposited or withdrawn or with respect to Common
Stock or other securities or property of the Company being issued upon
conversion or redemption); (ii) production of proof satisfactory to it as to the
identity and genuineness of any signature; and (iii) compliance with such
reasonable regulations, if any, as the Depositary or the Company may establish
not inconsistent with the Deposit Agreement.  Any person presenting Stock for
deposit, or any holder of this Receipt, may be required to file such proof of
information, to execute such certificates and to make such representations and
warranties as the Depositary or the Company may reasonably deem necessary or
proper.  The Depositary or the Company may withhold or delay the delivery of
this Receipt, the registration of transfer, redemption, conversion or exchange
of this Receipt, the withdrawal of the Stock represented by the Depositary
Shares evidenced by this Receipt or the distribution of any dividend or other
distribution until such proof or other information is filed, such certificates
are executed or such representations and warranties are made.

     7.  Suspension of Delivery, Transfer, etc.  The deposit of Stock may be
refused and the delivery of this Receipt against Stock or the registration of
transfer, split-up, combination, surrender or exchange of this Receipt and the
withdrawal of deposited Stock may be suspended (i) during any period when the
register of stockholders of the Company is closed, (ii) if any such action is
deemed necessary or advisable by the Depositary, any of the Depositary's Agents
or the Company at any time or from time to time because of any requirement of
law or of any government or governmental body or commission, or under any
provision of the Deposit Agreement, or (iii) with the approval of the Company,
for any other reason.  The Depositary shall not be required (a) to issue,
transfer or


                                         A-5



exchange any Receipts for a period beginning at the opening of business 15 days
next preceding any selection of Depositary Shares and Stock to be redeemed and
ending at the close of business on the day of the mailing of notice of
redemption of Depositary Shares or (b) to transfer or exchange for another
Receipt any Receipt evidencing Depositary Shares called or being called for
redemption, in whole or in part, or subject to conversion except as provided in
the last sentence of Paragraph 3.

    8.  Payment of Taxes or Other Governmental Charges.   If any tax or other
governmental charge shall become payable by or on behalf of the Depositary with
respect to (i) this Receipt, (ii) the Depositary Shares evidenced by this
Receipt, (iii) the Stock (or fractional interest therein) or other property
represented by such Depositary Shares, or (iv) any transaction referred to in
Section 4.6, of the Deposit Agreement, such tax (including transfer, issuance or
acquisition taxes, if any) or governmental charge shall be payable by the holder
of this Receipt, who shall pay the amount thereof to the Depositary.  Until such
payment is made, registration of transfer of this Receipt or any split-up or
combination hereof or any withdrawal of the Stock or money or other property, if
any, represented by the Depositary Shares evidenced by this Receipt may be
refused, any dividend or other distribution may be withheld and any part or all
of the Stock or other property (including Common Stock received in connection
with a conversion or redemption of Stock) represented by the Depositary Shares
evidenced by this Receipt may be sold for the account of the holder hereof
(after attempting by reasonable means to notify such holder prior to such sale).
Any dividend or other distribution so withheld and the proceeds of any such sale
may be applied to any payment of such tax or other governmental charge, the
holder of this Receipt remaining liable for any deficiency.

    9.  Amendment.  The form of the Receipts and any provision of the Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect that they may deem necessary or
desirable.  Any amendment that shall impose or increase any fees, taxes or
charges payable by holders of Receipts (other than taxes and other governmental
charges, fees and other expenses payable by holders as provided herein or in the
Deposit Agreement), or that shall otherwise prejudice any substantial existing
right of holders of Receipts, shall not become effective as to outstanding
Receipts until the expiration of 90 days after notice of such amendment shall
have been given to the record holders of outstanding Receipts.  The holder of
this Receipt at the time any such amendment becomes effective shall be deemed,
by continuing to hold this Receipt, to consent and agree to such amendment and
to be bound by the Deposit Agreement as amended thereby.  In no event shall any
amendment impair the right, subject to the provisions of Paragraphs 3, 4, 6, 7
and 8 hereof and of Sections 2.3, 2.6 and 2.7 and Article III of the Deposit
Agreement, of the owner of the Depositary Shares evidenced by this Receipt to
surrender this Receipt with instructions to the Depositary to deliver to the
holder the Stock and all money and other property, if any, represented thereby,
except in order to comply with mandatory provisions of applicable law.

    10.  Fees, Charges and Expenses.  The Company will pay all fees, charges
and expenses of the Depositary, except for taxes (including transfer taxes, if
any) and other governmental charges and such charges as are expressly provided
in the Deposit Agreement to be at the expense of persons depositing Stock,
holders of Receipts or other persons.


                                         A-6



    11.  Title to Receipts.  It is a condition of this Receipt, and every
successive holder hereof by accepting or holding the same consents and agrees,
that title to this Receipt (and to the Depositary Shares evidenced hereby), when
properly endorsed or accompanied by a properly executed instrument of transfer,
is transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that the Depositary may, notwithstanding any
notice to the contrary, treat the record holder hereof at such time as the
absolute owner hereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in the Deposit Agreement and for all other purposes.

    12.  Dividends and Distributions.  Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Stock, the Depositary shall,
subject to the provisions of the Deposit Agreement, distribute to record holders
of Receipts such amounts of such sums as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required by law to withhold and does withhold from any
cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly.  The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any owner of
Depositary Shares a fraction of one cent and any balance not so distributable
shall be held by the Depositary (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the
Depositary for distribution to record holders of Receipts then outstanding.

    13.  Subscription Rights, Preferences or Privileges.   If the Company shall
at any time offer or cause to be offered to the persons in whose name Stock is
registered on the books of the Company any rights, preferences or privileges to
subscribe for or to purchase any securities or any rights, preferences or
privileges of any other nature, such rights, preferences or privileges shall in
each such instance, subject to the provisions of the Deposit Agreement, be made
available by the Depositary to the record holders of Receipts in such manner as
the Company shall instruct.

    14.  Notice of Dividends, Fixing of Record Date.   Whenever (i) any cash
dividend or other cash distribution shall become payable, or any distribution
other than cash shall be made, or any rights, preferences or privileges shall at
any time be offered, with respect to the Stock, or (ii) the Depositary shall
receive notice of any meeting at which holders of Stock are entitled to vote or
of which holders of Stock are entitled to notice or of the mandatory conversion
of, or any election on the part of the Company to call for redemption of, any
shares of Stock, the Depositary shall in each such instance fix a record date
(which shall be the same date as the record date fixed by the Company with
respect to the Stock) for the determination of the holders of Receipts (x) who
shall be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or (y) who shall be entitled
to give instructions for the exercise of voting rights at any such meeting or of
such meeting or to receive notice of such conversion or redemption.

    15.  Voting Rights.  Upon receipt of notice of any meeting at which the
holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of


                                         A-7



Receipts a notice, which shall contain (i) such information as is contained in
such notice of meeting, (ii) a statement that the holders of Receipts at the
close of business on a specified record date determined as provided in Paragraph
14 will be entitled, subject to any applicable provision of law, the Certificate
of Incorporation or the Certificate of Designations, to instruct the Depositary
as to the exercise of the voting rights pertaining to the Stock represented by
their respective Depositary Shares, and (iii) a brief statement as to the manner
in which such instructions may be given.  Upon the written request of a holder
of this Receipt on such record date the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the Stock represented by the Depositary
Shares evidenced by this Receipt in accordance with the instructions set forth
in such request.  The Company hereby agrees to take all reasonable action that
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted.  In the absence of specific
instructions from the holder of this Receipt, the Depositary will abstain from
voting to the extent of the Stock represented by the Depositary Shares evidenced
by this Receipt.

    16.  Reports, Inspection of Transfer Books.  The Depositary shall make
available for inspection by holders of Receipts at the Corporate Office, the New
York Office and at such other places as it may from time to time deem advisable
during normal business hours any reports and communications received from the
Company that are received by the Depositary as the holder of Stock.  The
Depositary shall keep books at the Corporate Office for the registration and
transfer of Receipts, which books at all reasonable times will be open for
inspection by the record holders of Receipts; provided that any such holder
requesting to exercise such right shall certify to the Depositary that such
inspection shall be for a proper purpose reasonably related to such person's
interest as an owner of Depositary Shares.

    17.  Liability of the Depositary, the Depositary's Agents, the Registrar
and the Company.  Neither the Depositary nor any Depositary's Agent nor the
Registrar nor the Company shall incur any liability to any holder of this
Receipt, if by reason of any provision of any present or future law or
regulation thereunder of any governmental authority or, in the case of the
Depositary, the Registrar or any Depositary's Agent, by reason of any provision
present or future, of the Certificate of Incorporation or the Certificate of
Designations or, in the case of the Company, the Depositary, the Registrar or
any Depositary's Agent, by reason of any act of God or war or other
circumstances beyond the control of the relevant party, the Depositary, any
Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
from doing or performing any act or thing that the terms of the Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary's Agent, the Registrar or the Company incur any liability to any
holder of this Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of the Deposit
Agreement provide shall or may be done or performed, or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement except, in the case of the Depositary, any Depositary's Agent or the
Registrar, if such exercise or failure to exercise discretion is caused by its
negligence or bad faith.

    18.  Obligations of the Depositary, the Depositary's Agents, the Registrar
and the Company.  The Company assumes no obligation and shall be subject to no
liability under the Deposit Agreement or this Receipt to the holder hereof or
other persons, except to perform in good faith such


                                         A-8



obligations as are specifically set forth and undertaken by it to perform in the
Deposit Agreement.  Each of the Depositary, the Depositary's Agents and the
Registrar assumes no obligation and shall be subject to no liability under the
Deposit Agreement or this Receipt to the holder hereof or other persons, except
to perform such obligations as are specifically set forth and undertaken by it
to perform in the Deposit Agreement without negligence or bad faith.

    Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding with respect to Stock, Depositary Shares or
Receipts or Common Stock that in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.

    Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company will be liable for any action or failure to act by it in reliance upon
the advice of or information from legal counsel, accountants, any person
presenting Stock for deposit, any holder of this Receipt or any other person
believed by it in good faith to be competent to give such advice or information.

    19.  Termination of Deposit Agreement.  Whenever so directed by the
Company, the Depositary will terminate the Deposit Agreement by mailing notice
of such termination to the record holders of all Receipts then outstanding at
least 30 days prior to the date fixed in such notice for such termination.   The
Depositary may likewise terminate the Deposit Agreement if at any time 45 days
shall have expired after the Depositary shall have delivered to the Company a
written notice of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment as provided in Section 5.4 of
the Deposit Agreement.  Upon the termination of the Deposit Agreement, the
Company shall be discharged from all obligations thereunder except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Sections 5.7 and 5.8 of the Deposit Agreement.

    If any Receipts remain outstanding after the date of termination of the
Deposit Agreement, the Depositary thereafter shall discontinue all functions and
be discharged from all obligations as provided in the Deposit Agreement, except
as specifically provided therein.

    20.  Governing Law.  The Deposit Agreement and this Receipt and all rights
thereunder and hereunder and provisions thereof and hereof shall be governed by,
and construed in accordance with, the law of the State of New York without
giving effect to principles of conflict of laws.


                                         A-9



                                  FORM OF ASSIGNMENT


    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the within Receipt and all rights and interests represented by the
Depositary Shares evidenced thereby, and hereby irrevocably constitutes and
appoints his attorney, to transfer the same on the books of the within-named
Depositary, with full power of substitution in the premises.


Dated:                                 Signature:
                                                 ---------------------------

NOTE: The signature to this assignment must correspond with the name as written
upon the face of the Receipt in every particular, without alteration or
enlargement, or any change whatever.


                                         A-10

EX-5.1

                                                                     EXHIBIT 5.1

                         [GRAYDON, HEAD & RITCHEY LETTERHEAD]
   
                                    April 18, 1997
    

Jacor Communications, Inc,.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011

    Re:  Registration on Form S-3 of up to $250,000,000 of Securities of Jacor
         Communications, Inc., Jacor Communications Company, and the Subsidiary
         Guarantors

Ladies and Gentlemen:
   
    We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Jacor"), Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of Jacor ("JCC"), and certain Jacor and JCC direct and
indirect subsidiaries (the "Subsidiary Guarantors"), in connection with the
authorization of the possible issuance and sale from time to time by Jacor or
JCC of (i) certain convertible debt securities of Jacor (the "Jacor Convertible
Debt Securities"), (ii) shares of Jacor's preferred stock, par value $.01 per
share (the "Jacor Preferred Stock"), (iii) shares of convertible Jacor Preferred
Stock (the "Jacor Convertible Preferred Stock"), (iv) shares of Jacor Preferred
Stock issued in the form of depositary shares evidenced by depositary receipts
(the "Jacor Depositary Shares"), (v) shares of Jacor's common stock, par value
$.01 par share (the "Jacor Common Stock"), (vi) certain debt securities of JCC
(the "JCC Debt Securities"), (vii) certain convertible JCC Debt Securities (the
"JCC Convertible Debt Securities"), and (viii) certain guarantees by Jacor and
the Subsidiary Guarantors of the JCC Debt Securities and the JCC Convertible
Debt Securities and by JCC and the Subsidiary Guarantors of the Jacor 
Convertible Debt Securities (collectively, the "Guarantees"), in each case as 
contemplated by Jacor's, JCC's and the Subsidiary Guarantors' Registration 
Statement on Form S-3 (File No. 333-19291) and any amendments thereto filed 
with the Securities and Exchange Commission (the "Registration Statement").  
The Jacor Convertible Debt Securities, Jacor Preferred Stock, Jacor Convertible 
Preferred Stock, Jacor Depositary Shares, Jacor Common Stock, JCC Debt 
Securities, JCC Convertible Debt Securities, and Guarantees are collectively 
referred to herein as the "Securities."  Except as otherwise defined herein, 
capitalized terms that are defined in the Registration Statement are used 
herein as so defined.
    

    As counsel for Jacor, JCC, and the Subsidiary Guarantors, we have examined
such documents, records, and matters of law as we have deemed necessary for
purposes of this opinion.  Based on such examination and on the assumptions set
forth below, we are of the opinion that:

    1.   The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC
Convertible Debt Securities, when (a) duly executed by Jacor or JCC, as
applicable, and authenticated by the


   
Jacor Communications, Inc.
April 18, 1997
Page 2
    

applicable Trustee in accordance with the provisions of the applicable Indenture
and issued and sold in accordance with the Registration Statement and (b)
delivered to the purchaser or purchasers thereof upon receipt by Jacor or JCC,
as applicable, of such lawful consideration therefor as Jacor's or JCC's Board
of Directors, as applicable (or a duly authorized committee thereof or a duly
authorized officer of Jacor or JCC, as applicable), may determine, will be valid
and binding obligations of Jacor or JCC, as applicable, enforceable against
Jacor or JCC, as applicable, in accordance with their terms and entitled to the
benefits of the applicable Indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws
affecting creditors' rights and remedies generally and to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity) and except to the extent that a waiver of rights under any usury laws
may be unenforceable.

    2.   The Jacor Common Stock, when (a) issued and sold in accordance with
the Registration Statement and (b) delivered to the purchaser or purchasers
thereof upon receipt by Jacor of such lawful consideration therefor as Jacor's
Board of Directors (or a duly authorized committee thereof or a duly authorized
officer of Jacor) may determine, assuming that Jacor at such time has
authorized, but unissued shares of Jacor Common Stock remaining under its
Certificate of Incorporation, will be validly issued, fully paid, and
nonassessable.

    3.   The Jacor Preferred Stock and Jacor Convertible Preferred Stock, when
(a) issued and sold in accordance with the Registration Statement and the
provisions of an applicable Certificate of Designation that has been duly
adopted by the Board of Directors of Jacor and duly filed in accordance with
Delaware law and (b) delivered to the purchaser or purchasers thereof upon
receipt by Jacor of such lawful consideration therefor as Jacor's Board of
Directors (or a duly authorized committee thereof or a duly authorized officer
of Jacor) may determine, will be validly issued, fully paid, and nonassessable.

    4.   The Jacor Depositary Shares, when (a) the terms of the Jacor
Depositary Shares and of their issuance and sale have been duly established in
conformity with the deposit agreement relating to such Jacor Depositary Shares
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument then binding upon Jacor, (b) the Jacor Preferred
Stock which is represented by Jacor Depositary Shares is validly issued and
delivered (as contemplated above) to the depositary, (c) the depositary receipts
evidencing the Jacor Depositary Shares are duly issued against the deposit of
the Jacor Preferred Stock in accordance with the deposit agreement, and (d) the
Jacor Depositary Shares are issued in the manner and for the consideration
contemplated by the Registration Statement, the Prospectus contained therein,
and the applicable Prospectus Supplement, the Jacor Depositary Shares will be
validly issued.


   
Jacor Communications, Inc.
April 18, 1997
Page 3
    
   
    5.   The Guarantees, when (a) the terms thereof have been duly established
in accordance with applicable law, (b) the Jacor Convertible Debt Securities,
JCC Debt Securities, and JCC Convertible Debt Securities to which the Guarantees
relate have been duly executed, authenticated, and delivered and the purchase
price therefor has been received by Jacor or JCC, as applicable, and (c) the
consideration, if any, separately payable for the Guarantees has been received,
will constitute valid and legally binding obligations of Jacor, JCC and/or the 
Subsidiary Guarantors, as applicable, enforceable against Jacor, JCC and/or 
the Subsidiary Guarantors, as applicable, in accordance with their terms, 
subject to applicable bankruptcy, insolvency, fraudulent conveyance, 
reorganization, moratorium, and similar laws affecting creditors' rights and 
remedies generally and to general principles of equity (regardless of whether 
enforcement is sought in a proceeding at law or in equity) and except to the 
extent that a waiver of rights under any usury laws may be unenforceable.
    
    In rendering the foregoing opinions, we have assumed that (i) the
definitive terms of each class and series of the Securities not presently
provided for in the applicable Indenture or Jacor's Certificate of Incorporation
or JCC's Articles of Incorporation, as applicable, will have been established in
accordance with all applicable provisions of law, the applicable Indenture,
Jacor's Certificate of Incorporation and By-Laws or JCC's Articles of
Incorporation and Bylaws, as applicable, and the authorizing resolutions of
Jacor's or JCC's Board of Directors, as applicable, and reflected in appropriate
documentation approved by us and, if applicable, duly executed and delivered by
Jacor or JCC, as applicable, and any other appropriate party, (ii) the interest
rate on the Jacor Convertible Debt Securities, JCC Debt Securities or JCC
Convertible Debt Securities will not be higher than the maximum lawful rate
permitted from time to time under applicable law, (iii) any Securities
consisting of Jacor Common Stock or Jacor Preferred Stock, and any Jacor Common
Stock or Jacor Preferred Stock for or into which any other Securities are
exercisable, exchangeable, or convertible, will have been duly authorized and
reserved for issuance, (iv) the deposit agreement relating to the Depositary
Shares will have been duly authorized, executed, and delivered by, and will
constitute a valid and binding obligation of, each party thereto, (v) the
instruments relating to the Guarantees will have been duly authorized, executed,
and delivered by, and will constitute a valid and binding obligation of, each
party thereto, (vi) the Registration Statement, and any amendments thereto, will
have become effective, (vii) a Prospectus Supplement describing each class or
series of Securities offered pursuant to the Registration Statement will have
been filed with the Commission, (viii) the resolutions authorizing Jacor, JCC,
and the Subsidiary Guarantors to register, offer, sell, and issue the Securities
will remain in effect and unchanged at all times during which the Securities are
offered, sold, or issued by Jacor, JCC, and the Subsidiary Guarantors, and (ix)
all Securities will be issued in compliance with applicable federal and state
securities laws.

    In rendering the foregoing opinions, we have relied as to certain factual
matters upon certificates of officers of Jacor, JCC, and the Subsidiary
Guarantors, and we have not independently


   
Jacor Communications, Inc.
April 18, 1997
Page 4
    

checked or verified the accuracy of the statements contained therein.  In
rendering the foregoing opinions, our examination of matters of law has been
limited to the laws of the State of Ohio, the General Corporation Law of the
State of Delaware, and the federal laws of the United States of America, as in
effect on the date hereof.

    We understand that prior to offering for sale any Securities you will
advise us in writing of the terms of such offering and of such Securities, will
afford us an opportunity to review the operative documents (including the
applicable Prospectus Supplement) pursuant to which the Securities are to be
offered, sold, and issued, and will file as an exhibit to the Registration
Statement such supplement or amendment to this opinion (if any) as we may
reasonably consider necessary or appropriate by reason of the terms of such
Securities or any changes in Jacor's, JCC's, or the Subsidiary Guarantors'
capital structure or other pertinent circumstances.

    We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and amendments thereto and to the reference to us in the
Prospectus under the caption "Validity of Securities."


                                       Very truly yours,

                                       GRAYDON, HEAD & RITCHEY

   
                                       By: /s/ Richard G. Schmalzl
                                          -------------------------------------
                                             Richard G. Schmalzl
    

EX-12.1

                                                                    EXHIBIT 12.1
 
                           JACOR COMMUNICATIONS, INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)
 
   


                                                                                                               PRO FORMA
                                                                                NINE MONTHS     PRO FORMA     NINE MONTHS
                                       YEAR ENDED DECEMBER 31,                     ENDED       YEAR ENDED        ENDED
                        -----------------------------------------------------  SEPTEMBER 30,  DECEMBER 31,   SEPTEMBER 30,
                          1992       1993       1994       1995       1996         1996           1995           1996
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                                                                                     
EARNINGS:
  Income (loss) before
    income taxes and
    extraordinary
    loss..............  $ (23,701) $   4,138  $  14,165  $  18,265  $  15,371    $  14,988      $  (5,932)     $  (5,674)
  Fixed charges.......     15,578      4,768      2,860      3,853     34,799       14,973         65,856         47,783
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
      Total...........  $  (8,123) $   8,906  $  17,025  $  22,118  $  50,170    $  29,961      $  59,924      $  42,109
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
FIXED CHARGES:
  Interest expense....  $  13,701  $   2,735  $     534  $   1,444  $  31,148    $  12,820      $  60,438      $  43,288
  Amortization of debt
    expense...........        449        238        324        326      1,096          577          1,501          1,557
  Portion of rent
    expense deemed to
    be interest.......      1,428      1,795      2,002      2,083      2,555        1,576          3,917          2,938
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
      Total...........  $  15,578  $   4,768  $   2,860  $   3,853  $  34,799    $  14,973      $  65,856      $  47,783
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
Ratio of earnings to
 fixed charges........     N/A           1.9        6.0        5.7        1.4          2.0         --             --
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
Coverage deficiency...  $  23,701     N/A        N/A        N/A        N/A          N/A         $   5,932      $   5,674
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------

    

EX-23.1

                                                                    EXHIBIT 23.1
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
    We consent to the incorporation by reference in this Amendment No. 1 to
registration statement of Jacor Communications, Inc., Jacor Communications
Company and Subsidiary Guarantors on Form S-3 (File No. 333-19291) of our report
dated February 27, 1997 on our audits of the consolidated financial statements
of Jacor Communications, Inc. as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996, which report is included
in Jacor Communications, Inc.'s Annual Report on Form 10-K, and of our report
dated February 28, 1997, on our audits of the combined financial statements of
EFM Media Management, Inc., EFM Publishing, Inc., and PAM Media, Inc. as of
December 31, 1995 and 1996 and for each of the three years in the period ended
December 31, 1996, which report is included in Jacor Communications, Inc.'s
Current Report on Form 8-K dated March 21, 1997, as amended on March 26, 1997.
We also consent to the reference to our firm under the caption "Experts."
    
 
                                          COOPERS & LYBRAND L.L.P.
 
   
Cincinnati, Ohio
April 18, 1997
    

EX-24.3

   
                                                                    EXHIBIT 24.3
    
 
   
                              AMENDED AND RESTATED
                               POWER OF ATTORNEY
    
 
   
    KNOW ALL PERSONS BY THESE PRESENTS, that Randy Michaels hereby constitutes
and appoints R. Christopher Weber and Jon M. Berry, or either of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacitites, to sign the Form S-3 Registration Statement (File No. 333-19291)
regarding the shelf registration of certain securities and any or all amendments
(including post-effective amendments) thereto (and to any Registration Statement
filed pursuant to Rule 462 under the Securities Act), and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virture
hereof.
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Power of Attorney has been signed on April 17, 1997 by Randy Michaels in the
capacities and for the entities indicated.
    
 
                                          /s/ Randy Michaels
                                          --------------------------------------
                                          Randy Michaels
                                          PRESIDENT
                                          of the entities set forth on the
                                          attached Schedule 1
                                          and
                                          DIRECTOR
                                          of the entities set forth on the
                                          attached Schedule 2

                                   SCHEDULE 1
 
   
                         Jacor Broadcasting Corporation
                            Broadcast Finance, Inc.
                      Jacor Broadcasting of Florida, Inc.
                      Jacor Broadcasting of Atlanta, Inc.
                      Jacor Broadcasting of Colorado, Inc.
                     Jacor Broadcasting of Knoxville, Inc.
                     Jacor Broadcasting of Tampa Bay, Inc.
                               Jacor Cable, Inc.
                        Georgia Network Equipment, Inc.
                     Jacor Broadcasting of San Diego, Inc.
                     Jacor Broadcasting of St. Louis, Inc.
                      Jacor Broadcasting of Sarasota, Inc.
                       Inmobiliaria Radial, S.A. de C.V.
                          Noble Broadcast Group, Inc.
                       Noble Broadcast of Colorado, Inc.
                       Noble Broadcast of San Diego, Inc.
                       Noble Broadcast of St. Louis, Inc.
                        Noble Broadcast of Toledo, Inc.
                           Nova Marketing Group, Inc.
                         Noble Broadcast Licenses, Inc.
                         Noble Broadcast Holdings, Inc.
                        Sports Radio Broadcasting, Inc.
                                  Nobro, S.C.
                               Sports Radio, Inc.
                          Noble Broadcast Center, Inc.
                                Citicasters Co.
                                GACC-N26LB, Inc.
                                 GACC-340, Inc.
                             Cine Guarantors, Inc.
                  Great American Television Productions, Inc.
                            Cine Guarantors II, Inc.
                    Great American Merchandising Group, Inc.
                       Taft-TCI Satellite Services, Inc.
                                Cine Films, Inc.
                      The Sy Fischer Company Agency, Inc.
                           Location Productions, Inc.
                         Location Productions II, Inc.
                                VTTV Productions
                                   WHOK, Inc.
                        Cine Mobile Systems Int'l. N.V.
                            Cine Movil S.A. de C.V.
                           F.M.I. Pennsylvania, Inc.
                            Cine Guarantors II, Ltd.
                    Regent Broadcasting of Charleston, Inc.
                    Regent Broadcasting of Kansas City, Inc.
                     Regent Broadcasting of Las Vegas, Inc.
                   Regent Broadcasting of Las Vegas II, Inc.
                    Regent Broadcasting of Louisville, Inc.
                   Regent Broadcasting of Louisville II, Inc.
                  Regent Broadcasting of Salt Lake City, Inc.
                 Regent Broadcasting of Salt Lake City II, Inc.
                      Regent Licensee of Charleston, Inc.
                      Regent Licensee of Kansas City, Inc.
                       Regent Licensee of Las Vegas, Inc.
    

   
                     Regent Licensee of Las Vegas II, Inc.
                      Regent Licensee of Louisville, Inc.
                     Regent Licensee of Louisville II, Inc.
                    Regent Licensee of Salt Lake City, Inc.
                   Regent Licensee of Salt Lake City II, Inc.
                             EFM Programming, Inc.
    

                                   SCHEDULE 2
 
                      Jacor Broadcasting of Florida, Inc.
                       Inmobiliaria Radial, S.A. de C.V.
                                  Nobro, S.C.