INDENTURE

Exhibit 4.1

CITADEL BROADCASTING CORPORATION

and

WILMINGTON TRUST COMPANY

as Trustee

INDENTURE

Dated as of June 11, 2008

Amended and Restated Convertible Subordinated Notes Due 2011

TABLE OF CONTENTS

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Note: This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.

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INDENTURE dated as of June 11, 2008, between CITADEL BROADCASTING CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s Amended and Restated Convertible Subordinated Notes Due 2011 (the “Security” or “Securities”):

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS

“ABC Radio Holdings” means the corporation known on the date hereof as Alphabet Acquisition Corp., which was formerly known as ABC Radio Holdings, Inc. and ABC Chicago FM Radio, Inc.

“ABC Radio Transaction” means each and every transaction entered into or effected by the Company or any other Person relating in any way to the acquisition by the Company or any Subsidiary of the ABC radio network business or the ABC radio station business formerly owned directly or indirectly by TWDC (and subsequently by ABC Radio Holdings), including, without limitation, the separation of ABC Radio Holdings from TWDC and the merger of Alphabet Acquisition Corp., a direct, wholly-owned subsidiary of the Company, with and into ABC Radio Holdings.

“Affiliate” of any specified Person means any person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent or Conversion Agent.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security, or beneficial interest therein, the rules and procedures of the Depositary that are applicable to such transfer or transaction and as in effect from time to time.

“Asset Sales” shall have the meaning ascribed in the Credit Agreement.

“Board of Directors” or “Board” means the Board of Directors of the Company or any duly authorized committee of the Board.

“Business Day” means any day that is not a Legal Holiday.

“Certificated Security” means a Security that is in substantially the form attached hereto as EXHIBIT A and that does not include the information or the schedule called for by footnotes 1, 3 and 4 thereof.

“Common Stock” shall mean the Company’s common stock, $.01 par value per share, as it exists on the date of this Indenture or any other capital stock of the Company into which such Common Stock shall be reclassified or changed.

“Company” means the party named as such above until a successor replaces it pursuant to the applicable provisions hereof and thereafter means the successor.

“Conversion Agent” means any Person authorized by the Company to convert Securities in accordance with Article 11. The Company has initially appointed the Trustee as its Conversion Agent pursuant to Section 5.02 hereof.

“Corporate Trust Office” means the principal office of the Trustee at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Kristin Moore, or such other office, designated by the Trustee by written notice to the Company and approved by the Company, at which at any particular time its corporate trust business shall be administered.

“Credit Agreement” means the credit agreement dated June 12, 2007 by and among the Company, certain lenders, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. and Deutsche Bank Trust Company Americas, as Syndication Agents, and Credit Suisse, Cayman Islands Branch and Wachovia Bank National Association, as amended or modified from time to time.

“Default” means any event which is, or after notice or passage of time would be, an Event of Default.

“Global Security” means a permanent Global Security that is in substantially the form attached hereto as EXHIBIT A and that includes the information and schedule called for by footnotes 1, 3 and 4 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

“Holder” or “Securityholder” means the person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 6, 2006, by and among the Company, TWDC, Alphabet Acquisition Corp. and ABC Radio Holdings, as amended.

“Net Proceeds” shall have the meaning ascribed in the Credit Agreement.

“Officer” means the Chairman, the Chief Executive Officer, the President, any Vice President, the Secretary, the General Counsel or the Treasurer of the Company.

“Officers’ Certificate” means a certificate signed by two Officers pursuant to Section 13.04 and in accordance with Section 13.05.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company pursuant to Section 13.04 and in accordance with 13.05.

“Paying Agent” means any person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company and, except as otherwise specifically set forth herein, such term shall include the Company if it shall act as its own Paying Agent. The Company has initially appointed the Trustee as its Paying Agent pursuant to Section 5.02 hereof.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof and, for purposes of Article 4, shall have the additional meaning set forth in Section 4.04(c).

“Purchase Notice” means a notice delivered by a Holder to the Paying Agent or Trustee specifying (i) the certificate number of the Security which the Holder is delivering to be purchased, (ii) the portion of the principal amount of the Security which the Holder is delivering to be purchased, which portion must be

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in aggregate principal amounts of $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture.

“Quoted Price” means the price per share of Common Stock on the relevant date, determined on the basis of the last reported sale price regular way of the Common Stock or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way of the Common Stock, in either case, at 4:00 p.m. (or such earlier time as the last sale prior to 4:00 p.m.), New York City time, on the New York Stock Exchange Composite Tape, or, if the Common Stock is not listed or admitted to trading on such Exchange, as reported on the national securities exchange in or nearest the City of New York on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, the last reported sale price regular way of the Common Stock or, in case no such sale takes place on such day, the average of the highest reported bid and lowest reported asked prices of the Common Stock as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or a similar organization if Nasdaq is no longer reporting such information, or if on any such day the Common Stock is not quoted by any such organization, the average of the highest reported bid and lowest reported asked prices of the Common Stock as available in any other over-the-counter market, or if on such day the Common Stock is not reported in any such market, the fair value of a share of Common Stock on such day, as determined in good faith by, and evidenced by a resolution of, the Board of Directors.

“Record Date” has the meaning set forth in the applicable Section.

“Registrar” means the office or agency maintained by the Company where Securities may be presented for registration of transfer or exchange. The Company has initially appointed the Trustee as its Registrar pursuant to Section 5.02 hereof.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee, including, without limitation, any vice president, assistant vice president, assistant treasurer, corporate trust officer or other employee of the Trustee customarily performing functions similar to those performed by any of the above designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Certificated Security” means a Certificated Security that is a Transfer Restricted Security.

“Restricted Global Security” means a Global Security that is a Transfer Restricted Security.

“Rule 144” means Rule 144 under the Securities Act or any successor to such Rule.

“Rule 144A” means Rule 144A under the Securities Act or any successor to such Rule.

“SEC” means the Securities and Exchange Commission.

“Security” or “Securities” means the Securities described above issued, authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Agreement” means the settlement agreement dated March 19, 2008 by and among the Company, the Trustee and the persons listed in Exhibit A thereto, including all exhibits and schedules thereto.

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“Subordinated Notes” means those $526,000 principal amount of 1.875% Convertible Subordinated Notes due 2011, outstanding on the date hereof.

“Subsidiary” means a corporation a majority of the voting stock of which is owned, directly or indirectly, by the Company or by one or more Subsidiaries, or by the Company and one or more other Subsidiaries.

“Support Agreement” means the Support Agreement, dated February 6, 2006, by and among the Company, TWDC, ABC Radio Holdings and certain stockholders of the Company listed therein.

“Tax Sharing and Indemnification Agreement” means the Tax Sharing and Indemnification Agreement, dated June 12, 2007, by and among the Company, TWDC and ABC Radio Holdings.

“TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 and as in effect on the date of this Indenture, except to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date.

“Trading Day” means each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which securities are not traded on the principal exchange or market on which the securities in question are traded.

“Transaction Documents” means all agreements, documents and other instruments entered into by the Company, TWDC or any of their respective subsidiaries, stockholders or affiliates memorializing, effectuating or relating in any way to the ABC Radio Transaction, including, without limitation, the Merger Agreement, the Support Agreement and the Tax Sharing and Indemnification Agreement.

“TWDC” means The Walt Disney Company.

“Trustee” means the party named as such above until a successor replaces it pursuant to the applicable provisions hereof and thereafter means the successor.

“Unrestricted Global Security” means a Global Security that is not a Transfer Restricted Security.

SECTION 1.02. OTHER DEFINITIONS

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Whenever the definition contained in such section limits its application to the term as used in specific sections, the foregoing shall not be deemed to expand the application of such definition to the term as used in any section other than such specific sections.

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

Whenever this Indenture refers to a provision of the TIA, the 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 SECURITY HOLDER” means 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 or 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 Commission rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04. RULES OF CONSTRUCTION

Unless the context otherwise requires:

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

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in effect at the time any determination hereunder is being made;

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(c) “or” is not exclusive;

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

(e) provisions apply to successive events and transactions.

ARTICLE 2.

THE SECURITIES

SECTION 2.01. FORM AND DATING

The Securities shall be substantially in the form set forth in EXHIBIT A, which Exhibit is incorporated in and made part of this Indenture. However, to the extent any provision of any Securities conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication. The Securities are being offered and sold by the Company in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

(a) RESTRICTED GLOBAL SECURITIES. Securities offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust & Clearing Corporation (“DTC”) (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

(b) GLOBAL SECURITIES IN GENERAL. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall 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 from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with the standing instructions and procedures existing between the Depositary and the Trustee.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under any Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(c) CERTIFICATED SECURITIES. Certificated Securities shall be issued only under the limited circumstances provided in Section 2.13(a)(1) hereof.

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SECTION 2.02. EXECUTION AND AUTHENTICATION

An Officer shall sign the Securities on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual signature of the Trustee. The Trustee’s signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall authenticate and make available for delivery Securities for original issue in an aggregate principal amount of $274,474,000 upon receipt of a written order or orders of the Company signed by an Officer (a “Company Order”) without any further action by the Company. The aggregate principal amount of the Securities outstanding at any time may not exceed the amount set forth in the foregoing sentence, subject to the proviso set forth therein, except as provided in Section 2.06.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so, other than upon original issuance or pursuant to Section 2.06. 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 or its Affiliate.

The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 2.03. PAYMENT ON SECURITIES; PAYING AGENT TO HOLD MONEY IN TRUST

(a) Subject to the following provisions, no later than 11:00 a.m. on the due date of principal of and premium, if any, and interest on the Securities, the Company will pay to the Paying Agent in immediately available funds the amounts, in US dollars, in the manner, at the times and for the purposes set forth herein and in the text of the Securities, and the Company hereby authorizes and directs the Paying Agent to make or cause to be made payment from funds so paid to it of the principal of and premium, if any, and interest on the Securities set forth herein and in the text of the Securities. The Paying Agent will make payment, from the funds furnished by the Company, of the principal of and premium, if any, and interest on the Securities by check drawn upon a bank in the city in which the Paying Agent’s principal office is located, or make payment by wire transfer upon terms acceptable to the Paying Agent.

(b) Interest on a Security (other than defaulted interest) shall be paid on each interest payment date to the Holder thereof at the close of business on the relevant record date specified in the Securities. Principal of and premium, if any, on Securities shall be payable only against presentation and surrender thereof at the principal office of the Paying Agent, unless the Company shall have otherwise instructed the Trustee in writing.

(c) The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium, if any, or interest on the Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of and premium, if any, and interest on the Securities and hold it as a separate trust fund. The Company shall provide ten days prior written notice to the Trustee that it is to act as Paying Agent with respect to such payment and the Trustee may rely on such notice. The Company at any time may require a Paying Agent to pay all money held by the Paying Agent to the Trustee. Upon doing so the Paying Agent shall have no further liability for the money so paid.

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SECTION 2.04. SECURITYHOLDER LISTS

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee not less than five days prior to each interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.05. TRANSFER AND EXCHANGE

(a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a Transfer Certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 5.02, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.06, 2.09, 2.13(a)(1), 3.06, 4.03(d), 5.11, 10.05 or 11.02.

Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (a) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (b) any Securities or portions thereof delivered for repurchase by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased).

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

(b) Any Registrar appointed pursuant to Section 5.02 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

(c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of this Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.06. REPLACEMENT SECURITIES

If the Holder of a Security provides evidence to the Trustee to the Trustee’s satisfaction that the Security has been lost, destroyed or wrongfully taken, or if a mutilated Security is surrendered to the

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Trustee, the Company shall issue and the Trustee shall authenticate a replacement Security if the Trustee’s requirements are met. If an indemnity bond is required by the Trustee or the Company, such bond must be sufficient, in the judgment of both the Trustee and the Company, to protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their reasonable expenses incurred in replacing a Security.

Every replacement Security shall be an additional obligation of the Company.

SECTION 2.07. OUTSTANDING SECURITIES

The Securities outstanding at any time are all Securities authenticated by the Trustee (or an authenticating agent appointed pursuant to Section 5.02) except for those cancelled by the Trustee, those redeemed by the Company pursuant to Article 3 hereof, those delivered to the Trustee for cancellation, those reductions in the interests in a global Security effected by the Trustee hereunder, and those described in this Section as not outstanding.

A Security does not cease to be outstanding because the Company or its Affiliate holds such Security.

If a Security is replaced pursuant to Section 2.06, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 5.01 or Section 3.05, they cease to be outstanding and interest on them ceases to accrue.

SECTION 2.08. TREASURY SECURITIES

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

SECTION 2.09. TEMPORARY SECURITIES

Until definitive Securities are ready for delivery, the Company may prepare and execute 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 considers appropriate for temporary Securities. Every temporary Security shall be executed by the Company and authenticated by the Trustee, and registered by the Registrar, upon the conditions, and with like effect, as a definitive Security. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities in exchange for temporary Securities.

SECTION 2.10. CANCELLATION

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall promptly forward to the Trustee any Securities surrendered to them for registration of transfer, exchange, payment or conversion. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, conversion or cancellation and shall dispose of cancelled Securities in accordance with its customary procedures for the disposition of cancelled securities and deliver a certificate of such disposition to the Company, unless the Company directs the Trustee to deliver cancelled Securities to the Company. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation or that any Securityholder has converted pursuant to Article 11.

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SECTION 2.11. DEFAULTED INTEREST

If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest in any lawful manner not inconsistent with the requirements of any securities exchange on which the Securities are listed. It may pay the defaulted interest, plus any interest payable on the defaulted interest, to the Persons who are Securityholders on a subsequent special record date. The Company shall fix the record date and payment date for the payment of any defaulted interest. At least 15 days before the record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, payment date and amount of interest to be paid.

SECTION 2.12. CUSIP NUMBERS

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use) in addition to other identification numbers printed on the Securities, 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 CUSIP numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.13. ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS

(a) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

(1) Certificated Securities shall be issued in exchange for interests in the Global Securities only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act, if so required by applicable law or regulation, and a successor depositary is not appointed by the Company within 90 days, or (y) an Event of Default has occurred and is continuing. In either case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to delivery promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Only Restricted Certificated Securities shall be issued in exchange for beneficial interests in Restricted Global Securities, and only Unrestricted Certificated Securities shall be issued in exchange for beneficial interests in Unrestricted Global Securities. Certificated Securities issued in exchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Certificated Securities to the persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures.

(2) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.13(a)(1), 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.

(b) TRANSFER AND EXCHANGE OF CERTIFICATED SECURITIES. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.13(a)(1) of this Indenture, on or after such event when Certificated Securities are presented by a Holder to a Registrar with a request:

(x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or

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(y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,

such Registrar shall register the transfer or make the exchange as requested;

PROVIDED, HOWEVER, that the Certificated Securities presented or surrendered for register of transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.05(a); and

(2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable:

(i) if such Restricted Certificated Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

(ii) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(iii) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a “restricted security” within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Registrar to the effect that such transfer is in compliance with the registration requirements of the Securities Act.

(c) TRANSFER OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY FOR A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. Any person having a beneficial interest in a Restricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Security. Upon receipt by the Trustee 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 Restricted Global Security and the following additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the Restricted Global Security (all of which may be submitted by facsimile or electronically):

(1) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate); or

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(2) if such beneficial interest is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a “restricted security” within the meaning of Rule 144, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Trustee so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the registration requirements of the Securities Act,

the Trustee, as a Registrar, shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global Security.

(d) TRANSFER OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY FOR A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. Any person having a beneficial interest in an Unrestricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of a Restricted Global Security (it being understood that only QIBs may own beneficial interests in Restricted Global Securities). Upon receipt by the Trustee 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 an Unrestricted Global Security and, in such form as is customary for the Depositary, from the Depositary or its nominee on behalf of the person having such beneficial interest in the Unrestricted Global Security (all of which may be submitted by facsimile or electronically) a certification from the transferor (in substantially the form set forth in the Transfer Certificate) to the effect that such beneficial interest is being transferred to a person that the transferor reasonably believes is a QIB in accordance with Rule 144A. The Trustee, as a Registrar, shall reduce or cause to be reduced the aggregate principal amount of the Unrestricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Restricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Restricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver a Restricted Global Security.

(e) TRANSFERS OF CERTIFICATED SECURITIES FOR BENEFICIAL INTEREST IN GLOBAL SECURITIES. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities and, thereafter, the events or conditions specified in Section 2.13(a)(1) which required such exchange shall cease to exist, the Company shall mail notice to the Trustee and to the Holders stating that Holders may exchange Certificated Securities for interests in Global Securities by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities are presented by a Holder to a Registrar with a request:

(x) to register the transfer of such Certificated Securities to a person who will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security will be a Restricted Global Security or an Unrestricted Global Security; or

(y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security, which beneficial interests will be owned by the Holder transferring such Certificated Securities (PROVIDED that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities),

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the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Trustee to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security;

PROVIDED, HOWEVER, that the Certificated Securities presented or surrendered for registration of transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.05(a);

(2) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable:

(i) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(ii) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a “restricted security” within the meaning of Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), and, if the Company or the Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the registration requirements of the Securities Act;

(3) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A;

(4) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Security, such request need not be accompanied by any additional information or documents; and

(5) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Unrestricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A.

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(f) LEGENDS.

(1) Except as permitted by the following paragraphs (2) and (3), each Global Security and Certificated Security (and all Securities issued in exchange therefor or upon registration of transfer or replacement thereof) shall bear a legend in substantially the form called for by footnote 2 to EXHIBIT A hereto (each, a “Transfer Restricted Security” for so long as it is required by this Indenture to bear such legend). Each Transfer Restricted Security shall have attached thereto a certificate (a “Transfer Certificate”) in substantially the form called for by footnote 5 to EXHIBIT A hereto.

(2) Upon any sale or transfer of a Transfer Restricted Security (w) after the expiration of the holding period applicable to sales of the Securities under Rule 144(k) of the Securities Act, (x) pursuant to Rule 144, (y) pursuant to an effective registration statement under the Securities Act or (z) pursuant to any other available exemption (other than Rule 144A) from the registration requirements of the Securities Act and as a result of which, in the case of a Security transferred pursuant to this clause (z), such Security shall cease to be a “restricted security” within the meaning of Rule 144:

(i) in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to exchange such Restricted Certificated Security for an Unrestricted Certificated Security, or (under the circumstances described in Section 2.13(e)) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a beneficial interest in an Unrestricted Global Security, and in each case shall rescind any restriction on the transfer of such Security; PROVIDED, HOWEVER, that the Holder of such Restricted Certificated Security shall, in connection with such exchange or transfer, comply with the other applicable provisions of this Section 2.13; and

(ii) in the case of any beneficial interest in a Restricted Global Security, the Trustee shall permit the beneficial owner thereof to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in an Unrestricted Global Security and shall rescind any restriction on transfer of such beneficial interest; PROVIDED that such Unrestricted Global Security shall continue to be subject to the provisions of Section 2.13(a)(2); and PROVIDED, FURTHER, that the owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this Section 2.13.

(3) Upon the exchange, registration of transfer or replacement of Securities not bearing the legend described in paragraph (1) above, the Company shall execute, and the Trustee shall authenticate and deliver Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

(4) After the expiration of the holding period pursuant to Rule 144(k) of the Securities Act, the Company may with the consent of the Holder of a Restricted Global Security or Restricted Certificated Security, remove any restriction of transfer on such Security, and the Company shall execute, and the Trustee shall authenticate and deliver, Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

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ARTICLE 3.

REDEMPTION

SECTION 3.01. REDEMPTION RIGHTS AND OBLIGATIONS

(a) REDEMPTION RIGHT DURING 2008. The Securities may be redeemed at the election of the Company, as a whole or in part from time to time, on or at any time prior to December 31, 2008, at a price (the “Redemption Price”) equal to $900 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest thereon, and the Holders shall have the obligation to surrender such Securities.

(b) REDEMPTION RIGHT DURING 2009.

(i) January 1, 2009 through June 30, 2009 . The Securities may be redeemed at the election of the Company, as a whole or in part from time to time, from January 1, 2009 through June 30, 2009, at a Redemption Price equal to $950 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest thereon, and the Holders shall have the obligation to surrender such Securities.

(ii) July 1, 2009 through December 31, 2009 . If the aggregate principal amount of the outstanding Securities is equal to or less than $165.0 million as of July 1, 2009, then during the period from July 1, 2009 through December 31, 2009 the Securities may be redeemed at the election of the Company, as a whole or in part from time to time, at a Redemption Price equal to $950 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest thereon, and the Holders shall have the obligation to surrender such Securities. If the aggregate principal amount of the outstanding Securities is greater than $165.0 million as of July 1, 2009, then during the period from July 1, 2009 through December 31, 2009 the Securities may be redeemed at the election of the Company, as a whole or in part from time to time, at a Redemption Price equal to $1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest thereon, and the Holders shall have the obligation to surrender such Securities.

(c) APPLICATION OF NET PROCEEDS FOR REDEMPTIONS.

(i) 2008 Asset Sales . To the extent the Company receives any Net Proceeds from Asset Sales during the period from January 1, 2008 through December 31, 2008 (“2008 Asset Sales”), then, subject to the last sentence of this paragraph, (x) so long as the aggregate principal amount of the remaining outstanding Securities is more than $165.0 million, the Company shall be required to apply the first $99.0 million of aggregate Net Proceeds from 2008 Asset Sales at the applicable Redemption Price set forth in Section 3.01(a) above, plus accrued and unpaid interest thereon, to redeem Securities until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $165.0 million; and (y) so long as the aggregate principal amount of the remaining outstanding Securities is more than $82.5 million, the Company shall be required to apply 50% of the aggregate Net Proceeds from 2008 Asset Sales at the applicable Redemption Price set forth in Section 3.01(a) above to redeem Securities until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $82.5 million. Within 60 days after the receipt by the Company of $50.0 million or more of aggregate Net Proceeds from 2008 Asset Sales, the Company shall have redeemed the applicable amount of Securities in accordance with the terms set forth above, and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2008 Asset Sales, the Company shall redeem the applicable amount of Securities in accordance with the terms set forth above.

(ii) 2009 Asset Sales . To the extent the Company receives any Net Proceeds of Asset Sales during the period from January 1, 2009 through December 31, 2009 (“2009 Asset Sales”), then, subject to the last sentence of this paragraph, the Company shall be required to apply

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the Net Proceeds from 2009 Asset Sales to redeem Securities at the applicable Redemption Price set forth in Section 3.01(b) above, plus accrued and unpaid interest thereon, until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $82.5 million. Within 60 days of receipt by the Company of $40.0 million or more of aggregate Net Proceeds from 2009 Asset Sales, the Company shall have redeemed the applicable amount of Securities in accordance with the terms set forth above and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2009 Asset Sales, the Company shall redeem the applicable amount of Securities in accordance with the terms set forth above.

(iii) Asset Sales from January 1, 2010 and thereafter . If as of January 1, 2010, the aggregate principal amount of the remaining outstanding Securities is greater than $82.5 million, then, subject to the last sentence of this paragraph, to the extent the Company receives any Net Proceeds of Asset Sales on or after January 1, 2010, the Company shall be required to apply all such Net Proceeds to redeem Securities at a Redemption Price equal to $1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest thereon, and the Holders shall have the obligation to surrender such Securities, until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $82.5 million. Within 60 days of receipt by the Company of $20.0 million or more of aggregate Net Proceeds from Asset Sales after January 1, 2010, the Company shall redeem the applicable amount of Securities in accordance with the terms set forth above.

For purposes of this Section 3.01, the aggregate principal amount of remaining outstanding Securities will be determined in accordance with Section 2.07 hereof; PROVIDED that, for purposes of this determination, any Security held by the Company or any of its Subsidiaries will cease to be outstanding.

Redemption of Securities pursuant to this Section 3.01 shall be referred to herein as a “Redemption,” the date on which such Redemption occurs shall be referred to herein as the “Redemption Date.”

SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED

If less than all the Securities are to be redeemed pursuant to this Article 3, the Trustee shall select the Securities to be redeemed by lot, or in its discretion, on a pro rata basis from Securities outstanding and not previously called for redemption (unless the Company specifically directs the Trustee otherwise), in such manner as the Trustee shall deem fair and appropriate. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. The Trustee shall make the selection (and provide the Company with written notice of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed) at least 3 days before the Redemption Date. Securities and portions of Securities the Trustee selects for redemption shall be in amounts of $1,000 or integral multiples of $1,000.

In the event that the Trustee is not the Registrar, the Registrar shall provide to the Trustee such information as the Trustee may reasonably request to implement the selection. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

SECTION 3.03. NOTICE OF REDEMPTION

At least 15 days but not more than 60 days before the applicable Redemption Date, the Company shall mail a notice of redemption to the Trustee and each Holder whose Securities are to be redeemed at such Holder’s address as shown on the register kept by the Registrar, and to beneficial owners as required by applicable law. The notice shall identify the Securities (including CUSIP numbers, if any) to be redeemed and shall state:

(1) the applicable Redemption Date;

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(2) the applicable Redemption Price;

(3) the conversion rights, if any, of the Securities and the conversion price as of the date of mailing of the notice of Redemption;

(4) the name and address of the Paying Agent and Conversion Agent;

(5) that Securities called for redemption may be converted at any time before the close of business on the date that is two Trading Days immediately preceding the Redemption Date;

(6) that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities;

(7) that Securities called for redemption must be surrendered to the Paying Agent in order to collect the applicable Redemption Price;

(8) that interest on Securities called for redemption ceases to accrue on and after the applicable Redemption Date (unless funds, and if applicable, shares of Common Stock, in the requisite amount are not paid or made available for payment on that date), and the amount of interest accrued on the Securities called for redemption up to but not including the applicable Redemption Date;

(9) if less than all of any Security is to be redeemed, the principal amount of such Security to be redeemed;

(10) the CUSIP number, if any, printed on the Securities being redeemed; and

(11) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Upon ten days prior notice to the Trustee, the Company may request that the Trustee mail the notice of redemption (prepared by the Company) in the Company’s name and at its expense.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION

Once notice of a Redemption is mailed, Securities called for redemption, unless theretofore converted into Common Stock pursuant to the terms of this Indenture, shall become due and payable on the applicable Redemption Date at the applicable Redemption Price. Upon surrender to the Paying Agent, such Securities shall be paid at the applicable Redemption Price plus accrued interest to the applicable Redemption Date; PROVIDED that in the event that the Redemption Date falls on or after any regular semi-annual record date but before the interest payment date with respect to such record date, then accrued interest on Securities so redeemed on the Redemption Date will be paid on such interest payment date, rather than such Redemption Date, as provided in paragraph 2 of the Securities.

On and after the applicable Redemption Date, interest shall cease to accrue on Securities or any portion of them called for Redemption; PROVIDED that funds in the requisite amount are paid or made available for payment on that date.

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SECTION 3.05. DEPOSIT OF REDEMPTION PRICE

No later than 11:00 a.m. on the applicable Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.03) an amount of money (which shall be in immediately available funds on such Redemption Date) sufficient to pay the applicable Redemption Price of and accrued interest on all Securities to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company (or, if the Company is acting as its own Paying Agent, release from such trust) any money deposited with the Trustee or the Paying Agent by the Company or so segregated and held in trust for the redemption of such Securities in excess of the amounts, including but not limited to any amounts in respect of Securities that are converted (subject to Section 11.02), necessary to pay the applicable Redemption Price of, and accrued interest on, all Securities to be redeemed.

SECTION 3.06. SECURITIES REDEEMED IN PART

Upon surrender to the Trustee of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4.

REPURCHASES

SECTION 4.01. REPURCHASE UPON FUNDAMENTAL CHANGE

The Company covenants and agrees that, in the event that there occurs a Fundamental Change (as defined in Section 4.04(b) hereof), each Holder will have the right, at such Holder’s option, to require the Company to repurchase all, or any portion that is an integral multiple of $1,000, of such Holder’s Securities on the Fundamental Change Purchase Date (as defined in Section 4.03 below) selected by the Company as provided below at a repurchase price (the “Fundamental Change Purchase Price”) which is equal to 100% of the principal amount of such Securities plus accrued interest to the Fundamental Change Purchase Date; PROVIDED that if the Fundamental Change Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date. Notwithstanding the foregoing or any other provision of this Indenture, except as specifically contemplated by the Settlement Agreement, no Holder shall have the right to require the Company to repurchase all or any portion of such Holder’s Securities as a result of the ABC Radio Transaction or any of the Company’s actions relating thereto or relating to the Transaction Documents, including, without limitation, under the Merger Agreement, the Support Agreement or the Tax Sharing and Indemnification Agreement.

SECTION 4.02. NOTICES, ETC.

Unless the Company shall have theretofore called for Redemption of all the outstanding Securities, on or before the 30th day after the occurrence of a Fundamental Change, the Company shall deliver to the Trustee, and the Company shall, or, if so requested by the Company upon ten days’ prior written notice, the Trustee shall, in the name of the Company and at its expense, deliver by first-class mail to each Holder at such Holder’s address appearing in the Securities Register a written notice (the “Fundamental Change Company Notice”) which shall include a form of Purchase Notice and which shall state:

(1) briefly, the nature of the Fundamental Change and the date of such Fundamental Change;

(2) the Final Surrender Date;

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(3) the Fundamental Change Purchase Date;

(4) the Fundamental Change Purchase Price;

(5) if the Company elects to pay the Fundamental Change Purchase Price in shares of Common Stock or a combination of cash and shares of Common Stock, the method of calculating the Quoted Price of the shares of Common Stock;

(6) that because the Quoted Price of the shares of Common Stock will be determined prior to the Fundamental Change Purchase Date, Holders of the Securities will bear the market risk that the shares of Common Stock to be received will decline in value between the date such Quoted Price is determined and the Fundamental Change Purchase Date;

(7) the name and address of the Paying Agent and the Conversion Agent;

(8) the conversion rights, if any, of the Securities and the conversion price applicable as of the date of the Fundamental Change Company Notice;

(9) if the Security is a Certificated Security, that the Security must be surrendered to the Paying Agent to collect payment;

(10) that the Fundamental Change Purchase Price for any Security will be paid promptly following the Fundamental Change Purchase Date, or if the Security is a Certificated Security, the later of the Fundamental Change Purchase Date and the time of surrender of such Security;

(11) the procedures the Holder must follow to exercise its rights under Section 4.01; and

(12) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest on Securities subject to purchase by the Company will cease to accrue on and after the Fundamental Change Purchase Date.

The Company shall also cause a copy of such Fundamental Change Company Notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York.

No failure of the Company to give the foregoing notices or defect therein shall limit any Holder’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Securities.

If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures.

SECTION 4.03. EXERCISING FUNDAMENTAL CHANGE REPURCHASE RIGHT

(a) To elect repurchase of any Securities or portion thereof upon a Fundamental Change, the Holder will be required to surrender, on or before the Final Surrender Date (as defined below), (i) in the case of Global Securities, to the Conversion Agent by book-entry delivery, of the interest in the Security in global form to be repurchased, or (ii) in the case of definitive Securities, at any place where principal is payable, such Security duly endorsed or assigned to the Company or in blank, together in each case (i) and (ii) with a Purchase Notice. Election of repurchase by a Holder shall be irrevocable (unless the Company defaults in payment of the Fundamental Change Purchase Price for the Securities on the Fundamental Change Purchase Date) and the right to convert the Securities as to which such Holder has made such election shall expire when such Securities are so surrendered (unless the Company defaults in payment of the Fundamental Change Purchase Price for the Securities on the Fundamental Change Purchase Date and such election is revoked). “Final Surrender Date” shall mean the date which is, subject to any contrary

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requirements of applicable law, 60 days after the date of mailing of the Fundamental Change Company Notice. “Fundamental Change Purchase Date” shall mean the date selected by the Company for the repurchase of the Securities that is not less than 10 and not more than 30 days after the Final Surrender Date.

(b) In the event a repurchase right shall be exercised in accordance with the terms hereof, on the Fundamental Change Purchase Date, the Company shall accept for payment all Securities or portions thereof properly tendered pursuant to the Fundamental Change Company Notice and deposit with or pay or cause to be paid to the Trustee the Fundamental Change Purchase Price, in cash or shares of Common Stock, as provided below, for payment by the Trustee to the Holder on the Fundamental Change Purchase Date; PROVIDED, HOWEVER, that installments of interest that mature on or prior to the Fundamental Change Purchase Date shall be payable in cash to the Holders of such Securities, registered as such at the close of business on the relevant record date specified in the Securities according to the terms and provisions of Article 2.

(c) If any Security surrendered for repurchase shall not be so paid on the Fundamental Change Purchase Date, the principal amount shall, until the Fundamental Change Purchase Price (as calculated at the date of payment) is paid, continue to bear interest from the Fundamental Change Purchase Date at the rate borne by the Security and each such Security shall continue to remain convertible into Common Stock until said Fundamental Change Purchase Price shall have been paid to the Holder or duly provided for by deposit with the Paying Agent in immediately available funds without restriction.

(d) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder without service charge, a new Security or Securities, in an authorized denomination in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal of the Security so surrendered; PROVIDED that each such new Security shall be in a principal amount of U.S. $1,000 or an integral multiple thereof.

(e) Prior to 11:00 a.m. (local time in the City of New York) on the Business Day preceding the Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.03(c)) an amount of money or Common Stock (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Fundamental Change Purchase Price of, together with all accrued interest to, but not including, the Fundamental Change Purchase Date on, all the Securities or portions thereof which are to be purchased as of the Fundamental Change Purchase Date.

(f) If the Paying Agent has received consideration sufficient to pay the Fundamental Change Purchase Price as described in Section 4.03(e), then on the Fundamental Change Purchase Date any surrendered Security will cease to be outstanding and interest on such Security will cease to accrue. After the Security ceases to be outstanding, all rights of the Holder shall terminate other than the right to receive the Fundamental Change Purchase Price (together with accrued interest up to but not including the Fundamental Change Purchase Date) upon delivery of the Security.

(g) The Company shall pay the Fundamental Change Purchase Price, at its option, either in cash or Common Stock (or a combination of cash and Common Stock) and shall specify the type of consideration for the Fundamental Change Purchase Price in the Fundamental Change Company Notice; PROVIDED, HOWEVER, that the Company’s right to exercise its election to repurchase Securities through the issuance of shares of Common Stock shall be conditioned upon:

(1) the registration of such shares of Common Stock under the Securities Act, if required;

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(2) any qualification of such shares of Common Stock under the applicable state securities laws, if necessary, or the availability of an exemption from such qualification;

(3) the listing of such shares of Common Stock on any United States national securities exchange on which the Common Stock is then listed or the quotation of such shares of Common Stock in any inter-dealer quotation system of any registered United States national securities association through which the Common Stock is then traded;

(4) the receipt by the Trustee of an Officers’ Certificate stating: (i) that the terms of the issuance of the shares of Common Stock are in conformity with the Indenture; (ii) that the shares of Common Stock to be issued in payment of the Fundamental Change Purchase Price in respect of the Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Fundamental Change Purchase Price in respect of Securities, will be validly issued, fully paid, non-assessable and free from preemptive rights; (iii) that the conditions in clauses (i) and (ii) of this paragraph (4) and the conditions in paragraphs (1) – (3) above have been satisfied in all material respects; and (iv) the number of shares of Common Stock to be issued for each $1,000 principal amount of Securities and the Quoted Price of a share of Common Stock on each Trading Day during the period over which the average Quoted Price is calculated; and

(5) the receipt by the Trustee of an Opinion of Counsel stating that: (i) the shares of Common Stock to be issued in payment of the Fundamental Change Purchase Price in respect of Securities have been duly authorized, and when issued and delivered pursuant to the terms of the Indenture in payment of the Fundamental Change Purchase Price in respect of Securities, will be validly issued, fully paid and non-assessable and (ii) the shares of Common Stock to be issued upon payment of the Fundamental Change Purchase Price are not subject to any restrictions on transfer under the Securities Act.

If the foregoing conditions are not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date, the Company shall pay the entire Fundamental Change Purchase Price in respect of the Securities being repurchased in cash.

Payments made in Common Stock in accordance with this Section 4.03(g) will be valued at 97% of the average of the Quoted Prices of the Common Stock for the five consecutive Trading Days ending on the Trading Day immediately preceding the Fundamental Change Purchase Date.

The Company will not issue fractional shares of Common Stock upon payment of the Fundamental Change Purchase Price with Common Stock. In lieu thereof, the Company will pay an amount in cash for the current market value of the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by the Company by multiplying the Quoted Price of the Common Stock on the Trading Day immediately prior to the Fundamental Change Purchase Date by such fractional share and rounding the product to the nearest whole cent.

(h) There shall be no purchase of any Securities pursuant to this Section 4.03 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Fundamental Change Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Purchase Price with respect to such Securities) in which case, upon such return, the Purchase Notice with respect thereto shall be deemed to have been withdrawn.

(i) The Company shall purchase from the Holder thereof, if surrendered pursuant to this Section 4.03, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security.

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(j) Any purchase by the Company contemplated pursuant to the provisions of this Section 4.03 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security.

(k) Any issuance of shares of Common Stock in respect of the Fundamental Change Purchase Price shall be deemed to have been effected immediately prior to the close of business on the Fundamental Change Purchase Date and the Person and Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such purchase shall be deemed to have become on the Fundamental Change Purchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for purchase on a date when the stock transfer books of the Company are closed shall be effective to constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon purchase of any Security declared prior to the Fundamental Change Purchase Date.

SECTION 4.04. CERTAIN DEFINITIONS

For purposes of this Article:

(a) The term “Capital Stock” shall mean capital stock of the Company that does not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, to shares of capital stock of any other class of the Company;

(b) The term “Fundamental Change” shall mean any of the following:

(1) a “person” or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becoming the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act) of Voting Shares (as defined below) of the Company entitled to exercise more than 50% (or, in case such person is a Principal or a Related Party, 100%), of the total voting power of all outstanding Voting Shares of the Company (including any right to acquire Voting Shares that are not then outstanding of which such person or group is deemed the beneficial owner); or

(2) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the two-year period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then in office who either were 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 directors then in office or designated or nominated by a Principal or a Related Party; or

(3) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another Person (other than (i) a stock-for-stock merger, (ii) a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (iii) a merger that is effected solely to change the jurisdiction of incorporation of the Company, (iv) any consolidation with or merger of the Company into a wholly owned subsidiary, or any sale or transfer by the Company of all or

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substantially all of its assets to one or more of its wholly owned subsidiaries, in any one transaction or a series of transactions, or (v) any transaction in which the Principals and/or Related Parties have, directly or indirectly, 50% or more of the total voting power of all shares of capital stock of the continuing or surviving corporation or entity to which such assets are sold or transferred, entitled to vote generally in elections of directors of the continuing or surviving corporation immediately after the transaction, PROVIDED, in any such case (i)-(v), that the resulting corporation or each such subsidiary assumes or guarantees the Company’s obligations under the Securities);

PROVIDED, HOWEVER, that a Fundamental Change shall not occur with respect to any such transaction in paragraphs (1), (2) or (3) above if either (x) the last sale price of the Common Stock for any five Trading Days during the ten Trading Days immediately preceding the later of the public announcement by the Company of such transaction or the occurrence of such Fundamental Change is at least equal to 105% of the conversion price in effect on such Trading Day or (y) the consideration in such transaction to the holders of Common Stock consists of cash, securities that are, or immediately upon issuance will be, listed on a national securities exchange or quoted on The Nasdaq National Market, or a combination of cash and such securities, and the aggregate fair market value of such consideration (which, in the case of such securities, shall be equal to the average of the last sale prices of such securities during the ten consecutive Trading Days commencing with the sixth Trading Day following consummation of the transaction) is at least 105% of the conversion price in effect on the date immediately preceding the closing date of such transaction, PROVIDED FURTHER, HOWEVER, that any action made or taken by the Company that is related in any way to the ABC Radio Transaction or to the Transaction Documents, including, without limitation, the Merger Agreement, the Support Agreement or the Tax Sharing and Indemnification Agreement, shall not be deemed a Fundamental Change;

(c) The term “Person” shall include any syndicate or group which would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act as in effect on the date of the original execution of this Indenture; and

(d) The term “Principal” means each of Forstmann Little & Co. Equity Partnership – VI, L.P., Forstmann Little & Co. Equity Partnership – VII, L.P., Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership – VII, L.P. and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership – VIII, L.P. and any of their respective affiliates, and each Officer of the Company as of the date of this Indenture.

(e) The term “Related Party” means (i) any controlling stockholder, 80% or more owned subsidiary, or immediate family member (in the case of an individual) of any Principal, or (ii) any trust, corporation, partnership or other entity, the Persons holding an 80% or more interest of which consist of any one or more Principals and/or such other Persons referred to in (ii) above.

(f) The term “Voting Shares” shall mean all outstanding shares of any class or series (however designated) of Capital Stock entitled to vote generally in the election of members of the Board of Directors.

ARTICLE 5.

COVENANTS

SECTION 5.01. PAYMENT OF SECURITIES

The Company shall pay the principal of and premium, if any, and interest on, and the Fundamental Change Purchase Price, if any, of the Securities on the dates and in the manner provided in the Securities and this Indenture. Principal, premium, if any, and Fundamental Change Purchase Price, if any, and interest shall be considered paid on the date due if the Paying Agent (other than the Company) holds on that

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date money sufficient to pay all principal, premium, if any, and interest then due and that is immediately available on such date for payment to the Holders and that is not subject to restriction including, but not limited to, the restrictions set forth in Article 12 hereof.

The Company shall pay interest on overdue principal and premium, if any, at the rate per annum borne by the Securities; it shall pay interest on overdue installments of interest at the same rate per annum to the extent lawful.

SECTION 5.02. MAINTENANCE OF OFFICES OR AGENCIES

The Company will maintain an office or agency where the Securities may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

The Company may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Company pursuant to the provisions of Section 5.02, the Company will maintain an office or agency where Securities may be presented or surrendered for payment and conversion, which shall initially be the Corporate Trust Office of the Trustee, 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 will give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 13.02, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency.

The Company hereby initially designates the Trustee as Paying Agent, Security Registrar and Conversion Agent, and the Corporate Trust Office of the Trustee as one such office or agency of the Company for each of the aforesaid purposes.

SECTION 5.03. COMMISSION REPORTS

The Company shall comply with the provisions of TIA Section 314(a).

SECTION 5.04. COMPLIANCE CERTIFICATE

The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture, specifying any known Events of Default. For purposes of this Section 5.04, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. The first certificate pursuant to this Section shall be for the year ending on December 31, 2004.

SECTION 5.05. CORPORATE EXISTENCE

Subject to Article 6, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory), licenses and franchises; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license or

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franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 5.06. NOTICE OF DEFAULTS

In the event that the Company becomes aware of an Event of Default described in Section 7.01, the Company will promptly give written notice to the Trustee of such occurrence, or of the occurrence of an event which, with the giving of notice or the passage of time, or both, would entitle the holder or holders of such indebtedness to declare such indebtedness due and payable before its maturity. Such notice shall set forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.

SECTION 5.07. FURTHER INSTRUMENTS AND ACTS

Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

SECTION 5.08. RESALE OF CERTAIN SECURITIES

During the period beginning on the last date of original issuance of the Securities and ending on the date that is two years from such date, the Company will not, and will use its best efforts not to permit any of its “affiliates” (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Securities which constitute “restricted securities” under Rule 144 or (y) any securities into which the Securities have been converted under this Indenture which constitute “restricted securities” under Rule 144, that in either case have been reacquired by any of them. The Trustee shall have no responsibility in respect of the Company’s performance of its agreement in the preceding sentence.

SECTION 5.09. DELIVERY OF CERTAIN INFORMATION

At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder of a Restricted Security or the holder of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of shares of Common Stock issued upon conversion of Restricted Securities, or to a prospective purchaser of any such security designated by any such Holder or holder