CREDIT AGREEMENT

EXHIBIT 4

[EXECUTION COPY]

[Published CUSIP Number: _____________]

$240,000,000

CREDIT AGREEMENT

-among-

REGENT BROADCASTING, LLC,
as Borrower

REGENT COMMUNICATIONS, INC.,
as Parent Company and Guarantor

The Several Lenders from Time
to Time Party to this Credit Agreement

BANK OF AMERICA, N.A.,
as Issuing Lender

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger

BANC OF AMERICA SECURITIES LLC
-and-
SUNTRUST BANK,
as Joint Book Managers

SUNTRUST ROBINSON HUMPHREY,
as Syndication Agent

GENERAL ELECTRIC CAPITAL CORPORATION
BMO CAPITAL MARKETS FINANCING, INC.,
–and-
WELLS FARGO FOOTHILL, INC.
as Co-Documentation Agents

-and-

BANK OF AMERICA, N.A.,
as Administrative Agent

Dated as of: November 21, 2006

TABLE OF CONTENTS

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TABLE OF CONTENTS
(continued)

ii

TABLE OF CONTENTS
(continued)

iii

TABLE OF CONTENTS
(continued)

iv

TABLE OF CONTENTS
(continued)

v

SCHEDULES AND EXHIBITS

CREDIT AGREEMENT

      CREDIT AGREEMENT , dated as of November 21, 2006, among: REGENT BROADCASTING, LLC , a Delaware limited liability company (hereinafter, together with its successors in title and assigns, called the " Borrower " ); REGENT COMMUNICATIONS, INC. , a Delaware corporation (hereinafter, together with its successors in title and assigns, called the " Parent Company " and, together with the Borrower, called, collectively, the " Principal Companies " and, singly, a " Principal Company " ); the several financial institutions from time to time party to this Agreement as lenders hereunder (collectively, " Lenders " and, individually, a " Lender " ); BANK OF AMERICA, N.A. , as Issuing Lender; BANK OF AMERICA, N.A. , as Administrative Agent for the Lenders and the Issuing Lender; BANC OF AMERICA SECURITIES LLC and SUNTRUST ROBINSON HUMPHREY , as Joint Book Managers; SUNTRUST BANK, as Syndication Agent; GENERAL ELECTRIC CAPITAL CORPORATION, BMO CAPITAL MARKETS FINANCING, INC. and WELLS FARGO FOOTHILL, INC. as Co-Documentation Agents; and BANC OF AMERICA SECURITIES LLC , as Sole Lead Arranger.

RECITALS :

     A. The Principal Companies have requested the Lenders to make available to the Borrower senior secured credit facilities in the maximum aggregate principal amount of $240,000,000, consisting of a Senior Secured Term B Loan Facility in the aggregate principal amount of $115,000,000, a Senior Secured Revolving Credit Facility in the aggregate principal amount of $75,000,000, and a Senior Secured Delayed Draw Term Loan Facility in the aggregate principal amount of $50,000,000.

     B. The Lenders have agreed to make available to the Borrower the senior secured credit facilities so requested upon the terms and subject to the conditions contained in this Agreement.

      NOW, THEREFORE , in consideration of the mutual agreements, promises and covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

      1.1. Defined Terms . As used in this Agreement, the capitalized terms in the Preamble hereto shall have the meanings therein given to them, and the following words and terms shall have the meanings specified below:

      " Acquisition " means, in relation to any Person, any transaction, or any series of related transactions, in which such Person (a) acquires any business or all or any substantial part of the Property of any other Person or any division or other business unit thereof, whether through purchase of assets, merger or otherwise, (b) directly or indirectly acquires ownership or control of at least a majority (in number of votes) of the Voting Interests of any other Person, or (c) directly or indirectly acquires ownership or control of at least a majority of the Equity Interests of any other Person.

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      " Acquisition Documentation " means, collectively, in relation to any Acquisition undertaken and completed or (as the case may be) to be undertaken and completed by any of the Credit Parties: (a) the purchase agreements, merger agreements or other similar Instruments pursuant to which such Acquisition is or (as the case may be) is to be effected; and (b) all schedules, exhibits, annexes and amendments thereto and all material side letters and agreements affecting the terms thereof or to be entered into in connection therewith.

      " Act " has the meaning specified in Section 12.19 .

      " Additional Lender " has the meaning specified in Section 2.15(c) .

      " Administrative Agent " means Bank of America, N.A., in its capacity as administrative agent for the Issuing Lender and the Lenders under this Agreement and the other Loan Documents, and any successor to such administrative agent.

      " Administrative Agent’s Office " means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 12.2 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

      " Administrative Questionnaire " means an Administrative Questionnaire in a form supplied by the Administrative Agent.

      " Affiliate " means, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, or (b) that directly or indirectly owns or controls more than 10% of any class of the Equity Interests in such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or to cause the direction of the management and policies of such other Person, whether through the ownership of Voting Interests, by contract or otherwise. For purposes of this Agreement and the other Loan Documents, (i) the Parent Company shall be deemed to be an Affiliate of the Borrower and each of the other Subsidiaries of the Parent Company, (ii) the Borrower shall not be deemed to be an Affiliate of any of the other Subsidiaries of the Parent Company, (iii) none of the Subsidiaries of the Parent Company shall be deemed to be an Affiliate of the Borrower or any of the other Subsidiaries of the Parent Company, and (iv) none of the Lenders, the Issuing Lender or the Administrative Agent shall be deemed to be an Affiliate of the Parent Company, the Borrower or any of their Subsidiaries.

      " Affiliate Transaction " means any of the following transactions or arrangements: (a) the making by the Borrower or any of the other Subsidiaries of the Parent Company of any payment or prepayment (whether of principal, premium, interest or any other sum) of or on account of, or any payment or other distribution by the Borrower or any of the other Subsidiaries of the Parent Company on account of the redemption, repurchase, defeasance or other acquisition for value of, any Indebtedness of any kind whatsoever (i) of any Affiliate of the Borrower, or (ii) of the Borrower or any of the other Subsidiaries of the Parent Company to any Affiliate of the Borrower; (b) the making of any loans, advances or other Investments of any kind whatsoever by the Borrower or any of the other Subsidiaries of the Parent Company to or in any Affiliate of the Borrower or to or in any holder of any Indebtedness described in clause (a) of this definition; (c) the Sale by the Borrower or any of the other Subsidiaries of the Parent Company of all or any

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part of its Property to, or for the direct or indirect benefit of, any Affiliate of the Borrower; (d) the incurrence by the Borrower or any of the other Subsidiaries of the Parent Company of any Indebtedness to any Affiliate of the Borrower; (e) the declaration or payment by the Borrower or any of the other Subsidiaries of the Parent Company of any dividends or other distributions on account of, or the making by the Borrower or any of the other Subsidiaries of the Parent Company of any payment or other distribution on account of the purchase, repurchase, redemption or other acquisition for value of, any Equity Interests or other Securities of any Affiliate of the Borrower; (f) the payment by the Borrower or any of the other Subsidiaries of the Parent Company to any Affiliate of the Borrower of any fees or commissions of any kind; or (g) any other transaction or Contractual Obligation between any Affiliate of the Borrower, on the one hand, and the Borrower, on the other hand, or between any Affiliate of the Borrower, on the one hand, and any other Subsidiary of the Parent Company, on the other hand.

      " Agent Fee Letter " has the meaning specified in Section 2.9(c) .

      " Agent Parties " has the meaning specified in Section 12.2(c) .

      " Aggregate Commitments " means, collectively, the Commitments of all the Lenders.

      " Aggregate Delayed Draw Commitment " means the combined Delayed Draw Commitments of all of the Delayed Draw Lenders, in the initial aggregate amount of $50,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

      " Aggregate Incremental Commitments " means the combined Incremental Commitments of all of the Incremental Lenders, in an initial aggregate amount not to exceed $100,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

      " Aggregate Revolving Commitment " means the combined Revolving Commitments of all of the Revolving Lenders, in the initial aggregate amount of $75,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

      " Aggregate Term B Commitment " means the combined Term B Commitments of all of the Term B Lenders, in the initial aggregate amount of $115,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

      " Agreement " means this Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

      " Amount " means (a) with respect to any Acquisition, all consideration paid in respect thereof, including consideration in the form of cash, Equity Interests and other Property, including, without limitation, Media Assets (all as valued at the time of such Acquisition), and the assumption of Indebtedness or other obligations or liabilities, and (b) with respect to any Asset Sale, all consideration received in respect thereof, including consideration in the form of cash, Equity Interests and other Property, including, without limitation, Media Assets (all as valued at the time of such Sale), and the assumption of Indebtedness or other obligations or liabilities.

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      " Ancillary Documents " means, collectively, the Governing Documents of each of the Parent Company, the Borrower and their Subsidiaries, and all other Instruments that shall from time to time be identified by the Borrower and the Administrative Agent in writing as " Ancillary Documents " for purposes of this Agreement and the other Loan Documents.

      " Anticipated Reinvestment Amounts " means, with respect to any Reinvestment Election, the aggregate amount specified by either or both of the Principal Companies in one or more written notices furnished to the Administrative Agent from time to time within 270 days after delivery of the related Reinvestment Notice as the aggregate amount of the Net Cash Proceeds or (as the case may be) Net Issuance Proceeds from the related Reinvestment Event that the Parent Company or the Borrower intends to use, or (as the case may be) intends to cause one or more Subsidiaries of the Parent Company or the Borrower to use, to purchase, construct or otherwise acquire Reinvestment Assets.

      " Applicable Commitment Fee Percentage " means: (a) with respect to the Aggregate Delayed Draw Commitment during the Delayed Draw Availability Period (i) 0.500% (i.e., 50 basis points) during the period from the Closing Date through and including March 31, 2007, (ii) 0.750% (i.e., 75 basis points) during the period from April 1, 2007 through and including September 30, 2007, and (iii) 1.000% (i.e., 100 basis points) from October 1, 2007 through and including the last day of the Delayed Draw Availability Period; and (b) with respect to the Aggregate Revolving Commitment, a percentage, per annum, determined by reference to the Consolidated Leverage Ratio in effect from time to time, all as set forth in the Pricing Grid below:

The Applicable Commitment Fee Percentage applicable to the Aggregate Revolving Commitment shall be determined from time to time in accordance with the provisions set forth in the last paragraph of the definition of the term " Applicable Margin " .

      " Applicable Law " means, in relation to any Person or its Property, statutes and rules and regulations thereunder and interpretations thereof by any Governmental Authority charged with the administration or the interpretation thereof, and orders, requests, directives, instructions and notices of any Governmental Authority, in each case, applicable to or binding upon such Person or any of its Property.

      " Applicable Margin " means: (a) with respect to any of the Term B Loans, 2.500% (i.e., 250 basis points) per annum; and (b) with respect to any of the Revolving Loans and Delayed Draw Term Loans, a percentage, per annum , determined by reference to the Consolidated Leverage Ratio in effect from time to time, all as set forth in the Pricing Grid below:

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The " Applicable Margin " for Revolving Loans and Delayed Draw Term Loans, and the " Applicable Commitment Fee Percentage " with respect to the Aggregate Revolving Commitment, shall be determined by reference to the Consolidated Leverage Ratio set forth in the most recent Compliance Certificate delivered pursuant to Section 7.2(a) . No change in the Applicable Margin for Revolving Loans and Delayed Drawn Term Loans, and no change in the Applicable Commitment Fee Percentage with respect to the Aggregate Revolving Commitment, shall be effective until three (3) Business Days after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 7.2(a) calculating such new Consolidated Leverage Ratio. Promptly following receipt of the applicable information as and when required under Section 7.2(a) , the Administrative Agent shall give each Lender facsimile or telephonic notice (confirmed in writing) of the Applicable Margin and Applicable Commitment Fee Percentage in effect from such date. In the event that the Administrative Agent shall determine on a reasonable basis in good faith that a calculation of the Consolidated Leverage Ratio by the Borrower was inaccurate and that, as a consequence thereof, any Applicable Margin or Applicable Commitment Fee Percentage was lower than it would have been for any period, the Borrower shall, promptly after request therefor by the Administrative Agent, remit to the Administrative Agent, for the benefit of the Lenders, the difference between (i) the amount of interest or (as the case may be) Fees that should have been paid by the Borrower if the calculation had been completed accurately, and (ii) the amount of interest or (as the case may be) Fees actually previously paid by the Borrower.

      " Approved Fund " means any Fund that is administered, advised or managed by (a) any Lender, (b) any Affiliate of a Lender, or (c) any entity or any Affiliate of any entity that administers, advises or manages a Lender.

      " Arranger " means Banc of America Securities LLC, in its capacity as sole lead arranger.

      " Asset Sale " means any direct or indirect Sale (including any Sale of all or any part of any Subsidiary of the Parent Company or the Borrower by or through the issue or Sale of any Equity Interests of such Subsidiary, and also including any Sale pursuant to a sale and leaseback transaction), whether in a single transaction or in a series of related transactions, by the Parent Company, the Borrower or any of their Subsidiaries of any businesses or Property of the Parent

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Company, the Borrower or any of their Subsidiaries, whether now owned or from time to time hereafter created, arising or acquired, including Equity Interests (including Equity Interests of any such Subsidiaries, but excluding Equity Interests of the Parent Company); provided, however, that the term " Asset Sale " shall not include any Permitted Dispositions.

      " Assignee Group " means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed or advised by the same investment advisor.

      " Assignment and Assumption " means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.2 ) and accepted by the Administrative Agent, in substantially the form of Exhibit I or any other form approved by the Administrative Agent.

      " Attorney Costs " means and includes all reasonable fees and disbursements of any law firm or other external legal counsel actually incurred or sustained, and, without duplication, the reasonable allocated cost of internal legal counsel and other internal legal services, and all reasonable disbursements of internal legal counsel and other internal legal services.

      " Authorized Officer " means, in relation to the Parent Company, the Borrower or any of their Subsidiaries, the chief executive officer, the president, any vice president, the chief financial officer or the treasurer of such Person or any other officer of such Person having substantially the same authority and responsibility, in each case, acting solely in such capacity and without personal liability.

      " Bank of America " means Bank of America, N.A. and its successors.

      " Bankruptcy Code " means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq .).

      " Base Rate " means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate, plus 1/2 of 1%, and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

      " Base Rate Loan " means any Loan that bears interest at an interest rate based on the Base Rate.

      " Borrower " has the meaning specified in the Preamble hereto.

      " Borrower Materials " has the meaning specified in Section 7.2 .

      " Borrowing " means any borrowing hereunder consisting of one or more Loans made or to be made to the Borrower on the same Borrowing Date by Lenders pursuant to Section 2.1 and Section 2.3 .

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      " Borrowing Date " means, in relation to any Loan, the date of the borrowing of such Loan, as specified in the relevant Borrowing Request for such Loan.

      " Borrowing Request " means any request by the Borrower for a Borrowing in accordance with Section 2.3 .

      " Business Day " means any day other than a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts, New York City or Covington, Kentucky are authorized or required by law to close, so long as, if such term shall be used in relation to any Eurodollar Loan or any Interest Period relating thereto, on such day dealings are also carried on by and between banks in Dollar deposits in the applicable interbank market.

      " Capital Assets " means, with respect to any Person, all equipment, fixed assets and real Property or improvements of such Person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to Property, plant or equipment on the balance sheet of such Person.

      " Capital Expenditures " means, with respect to any Person for any period, all expenditures made directly or indirectly by such Person during such period for Capital Assets (whether paid in cash or other consideration or accrued as a liability and, including, without limitation, all expenditures for maintenance and repairs which are required, in accordance with GAAP, to be capitalized on the books of such Person).

      " Capital Lease " has the meaning specified in the definition of the term " Capital Lease Obligations " .

      " Capital Lease Obligations " means, with respect to any Person, all obligations of such Person to pay rent or other amounts under any lease of (or other arrangements conveying the right to use) real or personal Property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases (each, a " Capital Lease " ) on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

      " Cash Collateral " has the meaning specified in the Cash Collateral Agreement.

      " Cash Collateral Account " means a blocked deposit account that shall (a) be established at Bank of America, (b) be in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and (c) otherwise be maintained in a manner reasonably satisfactory to the Administrative Agent.

      " Cash Collateral Agreement " means the Cash Collateral Agreement, in or substantially in the form of Exhibit J , to be executed and delivered by the Borrower.

      " Cash Collateral Balance " means, at any time of determination, the aggregate amount of all cash and cash equivalents held in pledge at such time by the Administrative Agent in the Cash Collateral Account and on the terms set forth in this Agreement.

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      " Cash Collateralize " means, in relation to the Letter of Credit Obligations, to pledge and deposit with or deliver to the Administrative Agent, as collateral for Letter of Credit Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender.

      " Cash Equivalents " means any or all of the following: (a) obligations of, or guaranteed as to principal and interest by, the United States government or any agency thereof maturing within one year after the date on which such obligations are purchased; (b) open market commercial paper of any corporation (other than the Parent Company, the Borrower or any of their respective Subsidiaries) incorporated under the laws of the United States or any State thereof rated P-1 or its equivalent or higher by Moody’s or A-1 or its equivalent or higher by S&P; (c) time deposits, certificates of deposit or bankers’ acceptances maturing within one year after the acquisition thereof issued by commercial banks organized under the laws of the United States or any state thereof and having a combined capital and surplus in excess of $250,000,000 or which is a Lender; (d) repurchase agreements with respect to Securities described in clause (a) above entered into with an office of a bank or trust company meeting the criteria specified in clause (c) ; (e) money market funds investing only in Investments described in clauses (a) through (d) ; and (f) direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by any State of the United States or any foreign state having, at the date of its acquisition by the Parent Company, the Borrower or any of their Subsidiaries, a rating of at least AA by S&P or Aa by Moody’s, in each case maturing within one year from the date of the acquisition.

      " Change in Law " means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the adoption, promulgation or issuance of any guideline or directive by any Governmental Authority.

      " Change of Control " means any event or series of related events (including the Sale or issuance (or series of Sales or issuances) of Equity Interests of the Borrower by the Borrower or by any holder or holders thereof, or any merger, consolidation, recapitalization, reorganization or other transaction or arrangement) as a result of which: (a) the Parent Company shall cease to own and control (both legally and beneficially) 100% of the Voting Interests and 100% of all of the other Equity Interests in the Borrower; (b) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall become the "beneficial owner" (as defined in Rules 13(d)-3 and13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the then outstanding Voting Interests of the Parent Company; (c) the Board of Directors of the Parent Company shall at any time cease to consist of a majority of Continuing Directors; or (d) any "Change of Control" or any other similar event under and as defined in any of the Instruments governing any Indebtedness of the Parent Company or of any of its Subsidiaries in an aggregate principal amount exceeding $10,000,000 shall at any time occur.

      " Class " , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term B Loans, Revolving Loans, Delayed Draw Term Loans or Incremental Loans; and, when used in reference to any Commitment, refers to

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whether such Commitment is a Term B Commitment, Revolving Commitment, Delayed Draw Commitment or Incremental Commitment of any class.

      " Closing Date " means the Borrowing Date on which the first Credit Extensions are made or to be made by the Lenders to the Borrower hereunder.

      " Code " means the Internal Revenue Code of 1986, as from time to time in effect.

      " Collateral " means, collectively, any and all collateral provided by the Parent Company, the Borrower or any of their Subsidiaries to the Administrative Agent, the Collateral Agent or any of the other Secured Parties from time to time pursuant to the Collateral Documents and the other Loan Documents.

      " Collateral Agent " means Bank of America, in its capacity as collateral agent or pledgee for the Secured Parties under this Agreement, the Collateral Documents and the other Loan Documents, and any successor to such collateral agent or pledgee.

      " Collateral Documents " means, collectively, the Security Agreement, the Pledge Agreement, the Intellectual Property Security Agreements, the Cash Collateral Agreement, all other Instruments executed and delivered to the Administrative Agent or the Collateral Agent on the Effective Date or from time to time thereafter pursuant to Section 7.12 , and all other Security Instruments executed and/or delivered from time to time pursuant to any of the foregoing.

      " Commitment " means, for each Lender, any of its Term B Commitment, Revolving Commitment, Delayed Draw Term Commitment or Incremental Commitment, as the context may require.

      " Communications Act " has the meaning specified in Section 6.22 .

      " Company Ratings " means, collectively, the corporate credit and family ratings provided prior to the Closing Date by each of the Rating Agencies with respect to the Parent Company and its Subsidiaries.

      " Compliance Certificate " means a compliance certificate, in or substantially in the form of Exhibit H or otherwise in such other form as shall from time to time be approved by the Administrative Agent in accordance with the terms of this Agreement, duly executed by an Authorized Officer of each Principal Company and delivered pursuant to Section 7.2(a) or (as the case may be) other provisions of this Agreement.

      " Consolidated Adjusted Current Assets " means, in relation to any Person and its Subsidiaries as at any date, all amounts (other than cash and Cash Equivalents) which would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries as at such date.

      " Consolidated Adjusted Current Liabilities " means, in relation to any Person and its Subsidiaries as at any date, all amounts which would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance

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sheet of such Person and its Subsidiaries as at such date, but excluding the current portion of any Indebtedness of such Person and its Subsidiaries.

      " Consolidated Adjusted EBITDA " means, in relation to the Parent Company and its Subsidiaries for any period, the Consolidated EBITDA of the Parent Company and its Subsidiaries for such period; provided , however , that, for purposes of calculating Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for any period: (a) the Consolidated EBITDA of any Person or attributable to any business acquired by the Parent Company, the Borrower or any of their Subsidiaries during such period shall be included on a Pro Forma Basis for such period (assuming the consummation of such Acquisition occurred on the first day of such period); (b) the Consolidated EBITDA of any Person or attributable to any business sold or otherwise disposed of by the Parent Company, the Borrower or any of their Subsidiaries during such period shall be excluded on a Pro Forma Basis for such period (assuming the consummation of such disposition occurred on the first day of such period); and (c) there shall be added to such Consolidated EBITDA for such period all (if any) Consolidated Cost Savings for such period.

      " Consolidated Broadcast Cash Flow " means, in relation to the Parent Company and its Subsidiaries for any period, the sum of (a) the Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for such period, plus (b) the Consolidated Corporate Overhead of the Parent Company and its Subsidiaries for such period, to the extent, but only to the extent, that such Consolidated Corporate Overhead was deducted in determining Consolidated Adjusted EBITDA for such period.

      " Consolidated Capital Expenditures " means, in relation to any Person and its Subsidiaries for any period, all Capital Expenditures by such Person and its Subsidiaries for such period, all as determined on a consolidated basis in accordance with GAAP.

      " Consolidated Cash Interest Expense " means, in relation to any Person and its Subsidiaries for any period, Consolidated Interest Expense of such Person and its Subsidiaries for such period, but excluding, to the extent otherwise included therein, interest expense to the extent not paid and not required to be paid in cash in such period, all as determined on a consolidated basis in accordance with GAAP.

      " Consolidated Corporate Overhead " means, in relation to the Parent Company and its Subsidiaries for any period, the portion of the corporate overhead of the Parent Company and its Subsidiaries for such period not directly allocable to the operation of Radio Stations or other operating assets, all as determined on a consolidated basis in accordance with GAAP.

      " Consolidated Cost Savings " means, in relation to the Parent Company and its Subsidiaries for any period and for any Acquisitions of Media Assets completed by the Parent Company, the Borrower or any of their Subsidiaries after the Closing Date and during such period, the sum, determined on a consolidated basis and without duplication, of all cost savings resulting from employee terminations, facilities consolidations and closings, standardization of employee benefits and compensation practices, consolidation of property, casualty and other insurance coverage and policies, standardization of sales representation commissions and other contract rates, and reductions in taxes other than income taxes, which cost savings the Principal

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Companies reasonably believe in good faith would have been achieved during such period as a result of such Acquisitions (regardless of whether such cost savings could then be reflected in pro forma financial statements under GAAP); provided , however , that: (a) such cost savings with respect to any particular Acquisition of Media Assets during such period shall be identified and quantified in the first Compliance Certificate required to be delivered to the Administrative Agent by the Principal Companies pursuant to Section 7.2(a) (i) after the ninetieth day following the completion of such Acquisition if the Principal Companies or any of their Subsidiaries assumed control of the operations of the Media Assets prior to completion of such Acquisition, and (ii) after the 180th day following the completion of such Acquisition if such control was not assumed prior to completion of such Acquisition; (b) if the aggregate amount of all of such cost savings for any period shall not exceed ten percent (10%) of Consolidated Adjusted EBITDA for such period, then the Principal Companies shall have obtained the prior written approval of the Administrative Agent for such cost savings (which approval shall not be unreasonably withheld or delayed by the Administrative Agent); and (c) if the aggregate amount of all of such cost savings for any period shall exceed ten percent (10%) of Consolidated Adjusted EBITDA for such period, then the Principal Companies shall have obtained the prior written approval of the Required Lenders for such cost savings.

      " Consolidated EBITDA " means, in relation to any Person and its Subsidiaries for any period, Consolidated Net Income of such Person and its Subsidiaries for such period, plus , without duplication, and only to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) provisions for income tax expense (including, without limitation, any franchise taxes imposed in lieu of income taxes), plus (b) Consolidated Interest Expense, amortization or write-off of deferred financing fees, debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, plus (c) depreciation and amortization expense, plus (d) amortization of intangibles (including, without limitation, goodwill) and organization costs, and plus (e) any non-cash charges or expenses or non-cash losses (including non-cash losses on Sales of assets outside of the ordinary course of business), and minus , without duplication, and only to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains (including gains on the Sales of assets outside of the ordinary course of business), plus (ii) any other non-cash income, all as determined on a consolidated basis and in accordance with GAAP.

      " Consolidated Excess Cash Flow " means, for any Fiscal Year of the Parent Company, the excess , if any, of (a) the sum of (i) the Consolidated EBITDA of the Parent Company and its Subsidiaries for such Fiscal Year, plus (ii) the Consolidated Working Capital Adjustment of the Parent Company and its Subsidiaries for such Fiscal Year, over (b) the sum , without duplication, of (i) the aggregate amount of all voluntary prepayments of Revolving Loans and Incremental Loans under any Incremental Revolving Facility during such Fiscal Year, but only if and to the extent that the principal amounts so prepaid cannot be reborrowed by the Borrower, (ii) the aggregate amount of all voluntary prepayments of Term B Loans, Delayed Draw Term Loans and Incremental Loans under any Incremental Term Facility during such Fiscal Year, (iii) without duplication of any items in clause (i) or clause (ii) , Consolidated Fixed Charges of the Parent Company and its Subsidiaries for such period, and (iv) the sum of $1,000,000.

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      " Consolidated Fixed Charge Coverage Ratio " means, as of the last day of any Fiscal Quarter, the ratio of (a) Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for the Measurement Period ending on such date, to (b) Consolidated Fixed Charges of the Parent Company and its Subsidiaries for such Measurement Period.

      " Consolidated Fixed Charges " means, in relation to any Person and its Subsidiaries for any period, the sum (without duplication) of (a) Consolidated Cash Interest Expense of such Person and its Subsidiaries for such period, plus (b) the aggregate amount paid or required to be paid in cash in respect of income taxes by such Person or any of its Subsidiaries on a consolidated basis during such period, plus (c) Consolidated Capital Expenditures (including maintenance Capital Expenditures and Consolidated Investment Capital Expenditures) of such Person and its Subsidiaries for such period, provided that, for purposes of clause (c) of this definition, Consolidated Capital Expenditures for such period shall not include any of the non-cash Capital Expenditures of such Person and its Subsidiaries made by way of or pursuant to one or more barter transactions, plus (d) all regularly scheduled payments required to be made during such period on account of principal of Indebtedness of such Person or of any of its Subsidiaries (including regularly scheduled principal payments in respect of the Loans, and also including the principal component of any scheduled payments in respect of Capital Lease Obligations), all as determined on a consolidated basis in accordance with GAAP.

      " Consolidated Interest Coverage Ratio " means, as of the last day of any Fiscal Quarter, the ratio of (a) Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for the Measurement Period ending on such date, to (b) Consolidated Cash Interest Expense of the Parent Company and its Subsidiaries for such Measurement Period.

      " Consolidated Interest Expense " means, in relation to any Person and its Subsidiaries for any period, (a) interest expense on all Indebtedness of such Person or of any of its Subsidiaries for such period, whether paid or accrued, all as determined on a consolidated basis in accordance with GAAP, and including: (i) interest expense in respect of Indebtedness (including the Obligations), (ii) the interest component of Capital Lease Obligations, (iii) commissions, discounts and other fees and charges payable in connection with letters of credit and bankers’ acceptances, (iv) the net payment, if any, payable in connection with Swap Contracts, less the net credit, if any, received in connection with Swap Contracts, (v) all Fees payable by such Person, and (vi) all scheduled monthly fees payable in connection with LMA Agreements (as defined below), less (b) interest income of such Person and its Subsidiaries for such period, determined on a consolidated basis and in accordance with GAAP. As used herein, the term " LMA Agreement " means any time brokerage, local marketing or similar agreement pursuant to which a Person acquires the right to program substantially all of the time and to sell all of the advertising spots of a Radio Station owned by another non-affiliated Person in exchange for cash payments.

      " Consolidated Investment Capital Expenditures " means, in relation to any Acquisition of any Radio Stations or other Media Assets by the Parent Company or any of its Subsidiaries, all Capital Expenditures (other than maintenance Capital Expenditures) made or to be made by the Parent Company or any of its Subsidiaries in connection with such Acquisition, including, but not limited to, Capital Expenditures relating to technology investments,

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consolidation of Radio Stations or other Media Assets, and tower improvements, all as determined on a consolidated basis in accordance with GAAP.

      " Consolidated Leverage Ratio " means, as of the last day of any Fiscal Quarter, the ratio of (a) Consolidated Total Debt of the Parent Company and its Subsidiaries as of such date, to (b) Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for the Measurement Period ending on such date.

      " Consolidated Net Income " means, in relation to any Person and its Subsidiaries for any period, the consolidated net income (or loss) of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

      " Consolidated Total Debt " means, in relation to any Person and its Subsidiaries as at any date, the aggregate amount of all of the Indebtedness of such Person and its Subsidiaries as at such date, determined on a consolidated basis, less the sum of (a) up to (but not exceeding) $1,000,000 of the aggregate amount as at such date of all unrestricted cash and Cash Equivalents of such Person and its Subsidiaries, plus (b) the Cash Collateral Balance as at such date.

      " Consolidated Working Capital " means, in relation to any Person and its Subsidiaries as at any date, the excess of the Consolidated Adjusted Current Assets of such Person and its Subsidiaries as at such date, over the Consolidated Adjusted Current Liabilities of such Person and its Subsidiaries as at such date.

      " Consolidated Working Capital Adjustment " means, in relation to any Person and its Subsidiaries for any period, the amount (which may be a negative number) by which Consolidated Working Capital of such Person and its Subsidiaries as of the beginning of such period exceeds (or is less than) Consolidated Working Capital of such Person and its Subsidiaries as of the end of such period.

      " Continuation Date " means any date on which a Eurodollar Loan is to be continued as a Eurodollar Loan for a further Interest Period, in each case, in accordance with the provisions of Section 2.4 .

      " Continuing Directors " shall mean, collectively, directors of the Parent Company on October 31, 2006, and each other director of the Parent Company from time to time, if such other director’s nomination for election to the Board of Directors of the Parent Company was recommended by a majority of the then Continuing Directors.

      " Contractual Obligation " means, as to any Person, any agreement or obligation under any Security issued by such Person or under any agreement, undertaking, contract or other Instrument to which such Person is a party or by which it or any of its Property is bound.

      " Conversion Date " means any date on which a Base Rate Loan is to be converted to a Eurodollar Loan, or a Eurodollar Loan is to be converted to a Base Rate Loan, in each case, in accordance with the provisions of Section 2.4 .

      " Covenant Determination Date " means, at any particular time, the last day of the then most recent Fiscal Quarter of the Parent Company for which financial statements of the Parent

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Company have been furnished to the Administrative Agent pursuant to Section 7.1(a) or Section 7.1(b) .

      " Credit Extension " means (a) the making of any Loan to the Borrower pursuant to this Agreement, or (b) the issuance, amendment or renewal of any Letter of Credit by the Issuing Lender pursuant to this Agreement.

      " Credit Parties " means, collectively, the Parent Company, the Borrower and the Subsidiary Guarantors.

      " Debtor Relief Laws " means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

      " Default " means any event, condition or circumstance that constitutes an Event of Default or that, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

      " Defaulting Lender " means any Lender that (a) has failed to fund any portion of the Term B Loans, Revolving Credit Loans, Delayed Draw Term Loans, Incremental Loans or participations in Letter of Credit Obligations required to be funded by such Lender hereunder within three (3) Business Days after the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Day after the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of an Insolvency Proceeding.

      " Delayed Draw Availability Period " means with respect to the Delayed Draw Commitments, the period from and including the Closing Date to the earliest of (a) the Delayed Draw Commitment Termination Date, (b) the date of termination in full of the Delayed Draw Commitments pursuant to Section 2.5 , and (c) the date of termination in full of the Delayed Draw Commitments pursuant to Section 9.2 .

      " Delayed Draw Commitment " means, for each Lender, the amount set forth opposite such Lender’s name under the caption " Delayed Draw Commitment " on Schedule 2.1 , as such amount may be reduced from time to time pursuant to and in accordance with the provisions hereof.

      " Delayed Draw Commitment Fees " has the meaning specified in Section 2.9(b) .

      " Delayed Draw Commitment Termination Date " means March 1, 2008.

      " Delayed Draw Lender " means any Lender with a Delayed Draw Commitment or outstanding Delayed Draw Term Loans.

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      " Delayed Draw Outstanding Amount " means, with respect to the Delayed Draw Term Loans on the Delayed Draw Commitment Termination Date, the aggregate outstanding principal amount thereof on the Delayed Draw Commitment Termination Date after giving effect to any Borrowings and prepayments or repayments of such Loans occurring on such date.

      " Delayed Draw Term Loan " means any Loan by a Lender to the Borrower under Section 2.1(c) , which may be a Eurodollar Loan or a Base Rate Loan.

      " Delayed Draw Term Note " has the meaning specified in Section 2.2(b) .

      " Disbursement Date " has the meaning specified in Section 3.3(b) .

      " Disclosure Schedule " means Schedule 6 , dated as of the Effective Date, prepared and completed by the Parent Company and the Borrower, and delivered by the Parent Company and the Borrower to the Administrative Agent in connection with this Agreement and identified as the " Disclosure Schedule " .

      " Dollars " and " $ " mean lawful money of the United States.

      " Effective Date " means November 21, 2006, the date of this Agreement.

      " Eligible Assignee " means any Person that meets the requirements to be an assignee under Sections 11.2(c) , 11.2(e) and 11.2(f) (subject to such consents, if any, as may be required under Section 11.2(c) ).

      " Environmental Laws " means, collectively, all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to: the environment; preservation or reclamation of natural resources; the management, release or threatened releases of any Hazardous Material; or to health and safety matters.

      " Environmental Liability " means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Parent Company, the Borrower or any of their Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Laws, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

      " Equity Interests " means, with respect to any Person, any of the shares of capital stock of (or other ownership, membership or profit interests in) such Person, any of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership, membership or profit interests in) such Person, any of the securities convertible into or exchangeable for shares of capital stock of (or other ownership, membership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and any of the other ownership, membership or profit interests in such Person (including partnership, member or trust interests

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therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

      " ERISA " means the Employee Retirement Income Security Act of 1974, as from time to time in effect.

      " ERISA Affiliate " means any trade or business (whether or not incorporated) that, together with the Parent Company and the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

      " ERISA Events " means, collectively, any one or more of the following: (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an "accumulated funding deficiency"(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; and (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan.

      " Eurodollar Base Rate " has the meaning specified in the definition of Eurodollar Rate.

      " Eurodollar Loan " means any Loan that bears interest at an interest rate based on the Eurodollar Rate.

      " Eurodollar Rate " means for any Interest Period with respect to a Eurodollar Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Where

      " Eurodollar Base Rate " means, for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate ( " BBA LIBOR " ), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the " Eurodollar Base Rate " for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be

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offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period.

      " Eurodollar Reserve Percentage " means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

      " Event of Default " has the meaning specified in Section 9.1 .

      " Excess Cash Flow Application Dates " means (a) April 30, 2008, and (b) April 30 of each calendar year thereafter.

      " Excluded Taxes " means, with respect to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any payments to be made on account of any of the Obligations: (a) income or franchise Taxes imposed on (or measured by) its net income by the United States, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction described in clause (a) above; and (c) in the case of any Foreign Lender, any withholding Tax that (i) is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to any withholding Tax pursuant to Section 4.1 , or (ii) is attributable to such Foreign Lender’s failure to comply with Section 4.1 .

      " Existing Credit Facilities " means, collectively, all of the credit facilities, extensions of credit and other financial accommodation from time to time provided to the Parent Company, the Borrower and their Subsidiaries under or pursuant to (a) the Credit Agreement, dated as of June 30, 2003, among the Parent Company, the Borrower, various lenders and other Persons party thereto, and Bank of America, as administrative agent for the lenders thereunder, as amended from time to time, and (b) all of the agreements and other Instruments from time to time executed and/or delivered pursuant to or in connection with such Credit Agreement.

      " Existing Indebtedness " has the meaning specified in Section 6.10(a) .

      " Facilities Ratings " means, collectively, the ratings provided by each of the Ratings Agencies prior to the Closing Date with respect to the senior credit facilities governed by this Agreement.

      " Fair Market Value " means, with respect to any Property, the price which could be negotiated in an arm’s length free market transaction, for cash, between a willing seller and a

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willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

      " FCC " means the Federal Communications Commission or any successor thereto.

      " FCC Authorizations " has the meaning specified in Section 6.22 .

      " Federal Funds Rate " means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , however , that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

      " Fees " means, collectively, (a) the Revolving Commitment Fees, (b) the Delayed Draw Commitment Fees, (c) the Letter of Credit Fees, (d) all other fees payable to the Issuing Lender from time to time pursuant to Section 3.8 , and (e) all other fees payable to the Arranger, the Administrative Agent or the Lenders from time to time pursuant to Section 2.9 or any other provisions of this Agreement or any of the other Loan Documents.

      " Financing Event " has the meaning specified in the definition of the term " Net Issuance Proceeds " .

      " Fiscal Quarter " means any fiscal quarter of any Fiscal Year of the Parent Company.

      " Fiscal Year " means the fiscal year of the Parent Company ending on December 31 of each calendar year.

      " Foreign Lender " means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for Tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

      " FRB " means the Board of Governors of the Federal Reserve System of the United States.