HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. 200 Crescent Court, Suite 1600 Dallas, Texas 75201 September 3, 1996 OCC Acquisition Company, Inc. 100 Crescent Court, Suite 1600 Dallas, TX 75201 Attention: Eric C. Neuman Gentlemen: This is to confirm that, subject to the terms and conditions set forth below, the undersigned hereby commits to provide up to an aggregate of $27.2 million in financing to fund the merger (the "Merger") of OCC Acquisition Company, Inc. ("Mergeco"), a wholly-owned subsidiary of OCC Holding Corporation ("Holding Corp"), into Osborn Communications Corporation Inc. ("Osborn"), as more fully described in that Agreement and Plan of Merger dated as of July 23, 1996, among Mergeco, Osborn, and Holding Corp (the "Merger Agreement"). The foregoing commitment is subject to satisfaction of the following conditions: 1. Consummation of the Merger on the terms and conditions set forth in the Merger Agreement, provided that no term or condition thereof may be waived or modified by Mergeco or Holding Corp without the prior written consent of the undersigned. 2. Execution and delivery of customary documentation in respect of the financing provided hereby. In consideration of the time and resources devoted by the undersigned to this transaction, Mergeco and Holding Corp agree that neither of them will, without the written consent of the undersigned, solicit, negotiate, or accept any proposal or agreement for any alternative debt or equity financing to the financing contemplated herein as long as the undersigned is negotiating in good faith toward the closing of such financing. In consideration of the undersigned's commitment herein to provide financing for the Merger, Mergeco agrees to pay all legal and other out-of-pocket expenses of the undersigned relating to the transaction contemplated hereby, whether or not the closing of the Merger occurs. Very truly yours, HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. By: HM3/GP Partners, L.P., its General Partner By: Hicks, Muse GP Partners, L.P. its General Partner By: Hicks, Muse Fund III Incorporated, its General Partner By: /s/Michael D. Salim Name: Michael D. Salim Title: Chief Financial and Administrative Officer Acknowledged and agreed to: OCC ACQUISITION COMPANY, INC. By: /s/Eric C. Neuman Name: Eric C. Neuman Title: President OCC HOLDING CORPORATION By: /s/Eric C. Neuman Name: Eric C. Neuman Title: President 2