Credit Agreement

CREDIT AGREEMENT

dated as of , among

,

,

,

and

,

as Lead Arranger, Administrative Agent and Collateral Agent

,

Syndication Agent

,

and

Documentation Agents

TABLE OF CONTENTS

ARTICLE I - Definitions

ARTICLE II - The Credits

ARTICLE III - Representations and Warranties

ARTICLE IV - Conditions of Lending

ARTICLE V - Affirmative Covenants

ARTICLE VI - Negative Covenants

ARTICLE VII - Events of Default

ARTICLE VIII - The Administrative Agent and the Collateral Agent

ARTICLE IX - Miscellaneous

This Credit Agreement is entered into among the Borrower, Citadel, the Lenders, the Administrative Agent, the Collateral Agent, the Syndication Agent and the Documentation Agents.

The Borrower has requested the Lenders to extend credit in the form of Term Loans and Revolving Loans, and the Issuing Banks to issue letters of credit. The proceeds of the Term Loans will be used to repay existing obligations, finance acquisitions, and pay related fees and expenses. The proceeds of the Revolving Loans will be used for general corporate purposes, including working capital and capital expenditures.

The Lenders are willing to extend such credit and the Issuing Banks are willing to issue letters of credit on the terms and subject to the conditions set forth herein.

Accordingly, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS

SECTION 1.01. Defined Terms.

"ABR" refers to a rate determined by reference to the Alternate Base Rate.

"Administrative Questionnaire" shall mean an Administrative Questionnaire in the form of Exhibit A.

"Affiliate" shall mean a person that directly or indirectly controls or is controlled by another person.

"Alternate Base Rate" shall mean the greater of the Prime Rate and the Federal Funds Effective Rate plus 1/2 of 1%.

"Asset Sale" shall mean the sale, transfer or other disposition of certain assets, subject to stated exceptions.

"Borrowing Request" shall mean a request by the Borrower in accordance with Section 2.03.

"Business Day" shall mean any day other than Saturday, Sunday or a bank holiday in New York City.

ARTICLE II. THE CREDITS

SECTION 2.01. Commitments.

Each Lender agrees to make Term Loans and Revolving Loans subject to the terms and conditions herein.

Requested Borrowing Type: Term Borrowing Revolving Credit Borrowing Eurodollar Borrowing ABR Borrowing

Borrowing Date:

Borrowing Amount:

Interest Period:

Interest rate provisions, fees, payments, prepayments, mandatory prepayments, reserve requirements, conversion procedures, and taxes apply as stated in the agreement.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

The Loan Parties represent and warrant regarding organization, authorization, enforceability, governmental approvals, financial statements, title to properties, subsidiaries, litigation, compliance with laws, licenses, tax returns, employee benefit plans, environmental matters, insurance, security documents, solvency, and ranking of obligations.

ARTICLE IV. CONDITIONS OF LENDING

Conditions include receipt of notices, accuracy of representations, absence of defaults, legal opinions, officer certificates, pledged collateral, mortgages, title insurance, guarantee agreements, insurance policies, environmental and employee safety diligence, payoff of prior indebtedness, governmental approvals, acquisition agreements, and required financial statements.

ARTICLE V. AFFIRMATIVE COVENANTS

The Borrower and Citadel shall preserve existence, maintain insurance, pay obligations and taxes, furnish financial statements and reports, provide notices, maintain employee benefits compliance, keep records, permit inspections, use proceeds properly, comply with environmental laws, prepare environmental reports, provide further assurances, and enter into interest rate protection arrangements.

ARTICLE VI. NEGATIVE COVENANTS

Restrictions apply to indebtedness, liens, sale and lease-back transactions, investments, mergers, dividends, affiliate transactions, capital expenditures, leverage ratios, interest coverage ratios, modifications of indebtedness, subsidiary creation, hedging, internet trade out transactions, business activities, and fiscal year changes.

ARTICLE VII. EVENTS OF DEFAULT

Events of default include breach of representations, nonpayment, covenant defaults, material indebtedness defaults, insolvency proceedings, judgments, ERISA events, guarantee failures, security interest failures, and change in control.

ARTICLE VIII. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

Credit Suisse First Boston is appointed as Administrative Agent and Collateral Agent, with powers, limitations, indemnities, resignation rights, and other duties as set forth in the agreement.

ARTICLE IX. MISCELLANEOUS

Notices, survival, binding effect, assignments, expenses, indemnity, setoff, governing law, waivers, amendment, interest rate limitation, entire agreement, jury trial waiver, severability, counterparts, headings, jurisdiction, and confidentiality provisions apply as stated herein.

The document includes schedules and exhibits relating to letters of credit, pending acquisitions, mortgaged properties, lender commitments, governmental approvals, title to properties, subsidiaries, litigation, FCC licenses, environmental matters, insurance, mortgage offices, real property, indebtedness, liens, and various forms and opinions.