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REVOLVING B NOTE
$11,366,666.00 February __, 1996
Jacor Communications, Inc., an Ohio corporation (the
"Company"), promises to pay to the order of Banque Paribas (the "Bank") the
lesser of the principal sum of ELEVEN MILLION THREE HUNDRED SIXTY SIX THOUSAND
SIX HUNDRED SIXTY SIX DOLLARS ($11,366,666.00) or the aggregate unpaid principal
amount of all Revolving B Loans made by the Bank to the Company pursuant to
Section 2.2 of the Credit Agreement (as hereinafter defined) in lawful money of
the United States of America and in immediately available funds at the main
office of the Agent (as defined below), in Chicago, Illinois, together with
interest on the unpaid principal amount hereof at the rates and on the dates set
forth in the Credit Agreement. The Company shall make mandatory payments as are
required to be made under the terms of the Credit Agreement.
The Bank shall, and is hereby authorized to, record on the
schedule attached hereto, or to otherwise record in accordance with its usual
practice, the date and amount of each Revolving B Loan and the date and amount
of each principal payment hereunder.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
This Revolving B Note is one of the Revolving B Notes issued
pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as
of February __, 1996
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(as the same may be amended, modified, supplemented or restated and in effect
from time to time, the "Credit Agreement"), among the Company, the banks named
therein (including the Bank), Banque Paribas, as agent (in such capacity,
together with its successors and assigns, the "Agent") and the Co-Agents, to
which Credit Agreement reference is hereby made for a statement of the terms and
conditions under which this Revolving B Note may be prepaid or its maturity date
accelerated. This Revolving B Note is secured and guaranteed pursuant to the
Collateral Documents, all as more specifically described in the Credit
Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the Credit Agreement.
All parties hereto, whether as maker, endorser or otherwise,
hereby severally waive diligence, present- ment, protest, demand and notice of
every kind and, to the full extent permitted by law, the right to plead any
statute of limitations as a defense to any demand for payment hereunder in
accordance with the terms hereof and of the Credit Agreement.
JACOR COMMUNICATIONS, INC.
By:
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Title:
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By:
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Title:
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SCHEDULE OF REVOLVING B LOANS AND PAYMENTS OF PRINCIPAL
TO
REVOLVING B NOTE OF JACOR COMMUNICATIONS, INC.,
DATED FEBRUARY __, 1996
Maturity
Principal of Interest Principal
Amount of Period Amount Unpaid
Date Revolving B Loan (if applicable) Paid Balance
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