<PAGE>   1

                                                                     Exhibit 4.1

================================================================================




                                CREDIT AGREEMENT


                         dated as of December 17, 1999,



                                      among



                          CITADEL BROADCASTING COMPANY,


                       CITADEL COMMUNICATIONS CORPORATION,


                            THE LENDERS NAMED HEREIN


                                       and


                           CREDIT SUISSE FIRST BOSTON,

           as Lead Arranger, Administrative Agent and Collateral Agent


                           ---------------------------


                           FINOVA CAPITAL CORPORATION,

                                Syndication Agent


                           FIRST UNION NATIONAL BANK,

                                       and

                               FLEET NATIONAL BANK

                              Documentation Agents


================================================================================
                                                        [CS&M Ref No. 5865-055]





<PAGE>   2



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions

<S>                                                                                                   <C>
SECTION 1.01. Defined Terms..............................................................................2
SECTION 1.02. Terms Generally...........................................................................23
SECTION 1.03. Classification of Loans and Borrowings....................................................24

                                   ARTICLE II

                                   The Credits
SECTION 2.01. Commitments...............................................................................24
SECTION 2.02. Loans.....................................................................................24
SECTION 2.03. Borrowing Procedure.......................................................................26
SECTION 2.04. Evidence of Debt; Repayment of Loans......................................................26
SECTION 2.05. Fees......................................................................................27
SECTION 2.06. Interest on Loans.........................................................................28
SECTION 2.07. Default Interest..........................................................................28
SECTION 2.08. Alternate Rate of Interest................................................................29
SECTION 2.09. Termination and Reduction of Commitments..................................................29
SECTION 2.10. Conversion and Continuation of Borrowings.................................................29
SECTION 2.11. Repayment of Term Borrowings..............................................................31
SECTION 2.12. Prepayment................................................................................32
SECTION 2.13. Mandatory Prepayments.....................................................................32
SECTION 2.14. Reserve Requirements; Change in Circumstances.............................................33
SECTION 2.15. Change in Legality........................................................................35
SECTION 2.16. Indemnity.................................................................................35
SECTION 2.17. Pro Rata Treatment........................................................................36
SECTION 2.18. Sharing of Setoffs........................................................................36
SECTION 2.19. Payments..................................................................................37
SECTION 2.20. Taxes.....................................................................................37
SECTION 2.21. Assignment of Commitments Under Certain Circumstances;
                           Duty to Mitigate.............................................................38
SECTION 2.22. Letters of Credit.........................................................................39
SECTION 2.23. Increase in Revolving Credit Commitments..................................................43
SECTION 2.24. Increase in Term Loan Commitments.........................................................44
SECTION 2.25. Extension of Maturity Date................................................................46

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01. Organization; Powers......................................................................46
SECTION 3.02. Authorization.............................................................................46
SECTION 3.03. Enforceability............................................................................47
SECTION 3.04. Governmental Approvals....................................................................47
SECTION 3.05. Financial Statements......................................................................47
</TABLE>



<PAGE>   3


                                                                               2

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
SECTION 3.06. No Material Adverse Change................................................................47
SECTION 3.07. Title to Properties; Possession Under Leases..............................................47
SECTION 3.08. Subsidiaries..............................................................................47
SECTION 3.09. Litigation; Compliance with Laws..........................................................47
SECTION 3.10. Agreements and Licenses...................................................................49
SECTION 3.11. Federal Reserve Regulations...............................................................49
SECTION 3.12. Investment Company Act; Public Utility Holding Company Act................................49
SECTION 3.13. Use of Proceeds...........................................................................49
SECTION 3.14. Tax Returns...............................................................................49
SECTION 3.15. No Material Misstatements.................................................................49
SECTION 3.16. Employee Benefit Plans....................................................................50
SECTION 3.17. Environmental Matters.....................................................................50
SECTION 3.18. Insurance.................................................................................51
SECTION 3.19. Security Documents........................................................................51
SECTION 3.20. Location of Real Property and Leased Premises.............................................52
SECTION 3.21. Labor Matters.............................................................................52
SECTION 3.22. Solvency..................................................................................52
SECTION 3.23. Year 2000.................................................................................52
SECTION 3.24. Ranking...................................................................................53

                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01. All Credit Events.........................................................................53
SECTION 4.02. First Credit Event........................................................................54

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01. Existence; Businesses and Properties......................................................57
SECTION 5.02. Insurance.................................................................................57
SECTION 5.03. Obligations and Taxes.....................................................................58
SECTION 5.04. Financial Statements, Reports, etc........................................................59
SECTION 5.05. Litigation and Other Notices..............................................................60
SECTION 5.06. Employee Benefits.........................................................................61
SECTION 5.07. Maintaining Records; Access to Properties and Inspections.................................61
SECTION 5.08. Use of Proceeds...........................................................................61
SECTION 5.09. Compliance with Environmental Laws........................................................61
SECTION 5.10. Preparation of Environmental Reports......................................................61
SECTION 5.11. Further Assurances........................................................................61
SECTION 5.12. Interest Rate Protection..................................................................62
</TABLE>

<PAGE>   4


                                                                               3
<TABLE>
<CAPTION>
                                   ARTICLE VI

                               Negative Covenants
<S>                                                                                                    <C>
SECTION 6.01. Indebtedness..............................................................................66
SECTION 6.02. Liens.....................................................................................67
SECTION 6.03. Sale and Lease-Back Transactions..........................................................68
SECTION 6.04. Investments, Loans and Advances...........................................................68
SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.................................69
SECTION 6.06. Dividends and Distributions; Restrictions on Ability
                           of Subsidiaries to Pay Dividends.............................................70
SECTION 6.07. Transactions with Affiliates..............................................................71
SECTION 6.08. Capital Expenditures......................................................................71
SECTION 6.09. Consolidated Interest Coverage Ratio......................................................72
SECTION 6.10. Consolidated Fixed Charge Coverage Ratio..................................................72
SECTION 6.11. Maximum Consolidated Leverage Ratio.......................................................72
SECTION 6.12. Limitation on Modifications of Indebtedness; Modifications of
                           Certificate of Incorporation, By-laws and Certain Other
                           Agreements, etc..............................................................72
SECTION 6.13. Limitation on Creation of Subsidiaries....................................................73
SECTION 6.14. Hedging Agreements........................................................................73
SECTION 6.15. Internet Trade Out Transactions...........................................................73
SECTION 6.16. Business of Citadel, Borrower and Subsidiaries............................................73
SECTION 6.17. Fiscal Year...............................................................................73

                                   ARTICLE VII

Events of Default.......................................................................................74

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Notices...................................................................................79
SECTION 9.02. Survival of Agreement.....................................................................79
SECTION 9.03. Binding Effect............................................................................79
SECTION 9.04. Successors and Assigns....................................................................80
SECTION 9.05. Expenses; Indemnity.......................................................................83
SECTION 9.06. Right of Setoff...........................................................................84
SECTION 9.07. Applicable Law............................................................................84
SECTION 9.08. Waivers; Amendment........................................................................84
SECTION 9.09. Interest Rate Limitation..................................................................85
SECTION 9.10. Entire Agreement..........................................................................85
SECTION 9.11. WAIVER OF JURY TRIAL......................................................................85
SECTION 9.12. Severability..............................................................................86
</TABLE>



<PAGE>   5

                                                                               4

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
SECTION 9.13. Counterparts..............................................................................86
SECTION 9.14. Headings..................................................................................86
SECTION 9.15. Jurisdiction; Consent to Service of Process...............................................86
SECTION 9.16. Confidentiality...........................................................................87



Schedule 1.01(a)            Existing Letters of Credit
Schedule 1.01(b)            Pending Acquisitions
Schedule 1.01(c)            Mortgaged Properties
Schedule 2.01               Lenders and Commitments
Schedule 3.04               Government Approvals
Schedule 3.07(c)            Title to Properties
Schedule 3.08               Subsidiaries
Schedule 3.09               Litigation
Schedule 3.10(b)            FCC Licenses
Schedule 3.17               Environmental Matters
Schedule 3.18               Insurance
Schedule 3.19(d)            Mortgage Offices
Schedule 3.20(a)            Real Property Owned In Fee
Schedule 3.20(b)            Leased Property
Schedule 6.01               Existing Indebtedness
Schedule 6.02               Existing Liens

Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Borrowing Request
Exhibit D         Form of Indemnity, Subrogation and Contribution Agreement
Exhibit E         Form of Subsidiary Guarantee Agreement
Exhibit F         Form of Parent Guarantee Agreement
Exhibit G         Form of Pledge Agreement
Exhibit H         Form of Security Agreement
Exhibit I-1       Form of Mortgage
Exhibit I-2       Form of Deed of Trust
Exhibit J-1       Form of Opinion of Eckert Seamans Cherin & Mellott, LLC, Special
                  Counsel for Citadel, the Borrower and CLI
Exhibit J-2       Form of Opinion of Lionel Sawyer & Collins, Nevada Counsel for
                  Citadel, the Borrower and CLI
Exhibit J-3       Form of Opinion of Local Counsel
</TABLE>


<PAGE>   6




                                                                               5


                                            CREDIT AGREEMENT dated as of
                                    December 17, 1999, among CITADEL
                                    BROADCASTING COMPANY, a Nevada corporation
                                    (the "Borrower"), CITADEL COMMUNICATIONS
                                    CORPORATION, a Nevada corporation
                                    ("Citadel"), the Lenders (as defined in
                                    Article I), CREDIT SUISSE FIRST BOSTON, a
                                    bank organized under the laws of
                                    Switzerland, acting through its New York
                                    branch, as issuing bank (in such capacity,
                                    an "Issuing Bank") as administrative agent
                                    (in such capacity, the "Administrative
                                    Agent") and as collateral agent (in such
                                    capacity, the "Collateral Agent") for the
                                    Lenders, FINOVA Capital Corporation, as
                                    syndication agent (in such capacity, the
                                    "Syndication Agent") and First Union
                                    National Bank and Fleet National Bank, as
                                    documentation agents (in such capacity, the
                                    "Documentation Agents").

         The Borrower has requested the Lenders to extend credit in the form of
(a) Term Loans at any time during the Term Loan Availability Period, in an
aggregate principal amount not in excess of $250,000,000, and (b) Revolving
Loans at any time and from time to time prior to the Maturity Date, in an
aggregate principal amount at any time outstanding not in excess of
$150,000,000, in each case subject to increase in accordance with Sections 2.23
and 2.24. The Borrower has requested the Issuing Banks to issue letters of
credit, (a) in an aggregate face amount at any time outstanding not in excess of
$75,000,000 until March 31, 2000 and (b) thereafter in an aggregate face amount
at any time outstanding not in excess of $50,000,000, to support payment
obligations incurred in the ordinary course of business by the Borrower and its
Subsidiaries. The proceeds of the Term Loans will be used solely (a) to repay
all amounts due and owing under the Existing Loan Agreement, (b) to finance a
portion of the Pending Acquisitions, (c) in the case of Incremental Term Loans,
to finance future Permitted Acquisitions and (d) to pay related fees and
expenses. The proceeds of the Revolving Loans will be used solely for general
corporate purposes, including for working capital, Capital Expenditures, to
finance a portion of the Pending Acquisitions and to finance future Permitted
Acquisitions.

         The Lenders are willing to extend such credit to the Borrower and the
Issuing Banks are willing to issue letters of credit for the account of the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS


         SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.



<PAGE>   7


                                                                              6

         "Acquisition Agreements" shall mean any asset purchase agreement,
purchase agreement or exchange agreement entered into in connection with the
Pending Acquisitions.

         "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
in effect for such Interest Period and (b) Statutory Reserves.

         "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.05(b).

         "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A, or such other form as may be supplied
from time to time by the Administrative Agent.

         "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified, provided that for purposes of Section 6.07, the term "Affiliate"
shall also include any person that directly or indirectly owns more than 5% of
any class of Equity Interests of the person specified or that is an officer or
director of the person specified.

         "Aggregate Revolving Credit Exposure" shall mean the aggregate amount
of the Lenders' Revolving Credit Exposures.

         "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. If for any reason the Administrative
Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate
for any reason, including the inability or failure of the Administrative Agent
to obtain sufficient quotations in accordance with the terms of the definition
thereof, the Alternate Base Rate shall be determined without regard to clause
(b) of the preceding sentence, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively. The term "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Administrative Agent as its
prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective on the date such change is publicly announced
as being effective. The term "Federal Funds Effective Rate" shall mean, for any
day, the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for the day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

         "Applicable Percentage" shall mean, for any day, with respect to any
Eurodollar Loan or ABR Loan, or with respect to the Commitment Fees, as the case
may be, the applicable percentage set forth below under the caption "Eurodollar
Spread", "ABR Spread" or "Commitment Fee Percentage", as the case may be, based
upon the Consolidated Leverage Ratio as of the relevant date of determination:



<PAGE>   8


                                                                               7



<TABLE>
<CAPTION>
        CONSOLIDATED                 EURODOLLAR                                       COMMITMENT
       LEVERAGE RATIO                   SPREAD               ABR SPREAD             FEE PERCENTAGE
<S>                                <C>                      <C>                    <C>
-----------------------------  ----------------------- ----------------------  ------------------------
Category 1
                                       2.500%                  1.500%                   0.500%
Greater than 7.00 to
1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 2
                                       2.250%                  1.250%                   0.500%
Greater than 6.50 to
1.00 but less than or
equal to 7.00 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 3
                                       2.000%                  1.000%                   0.500%
Greater than 6.00 to
1.00 but less than or
equal to 6.50 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 4
                                       1.625%                  0.625%                   0.375%
Greater than 5.50 to
1.00 but less than or
equal to 6.00 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 5
                                       1.500%                  0.500%                   0.375%
Greater than 5.00 to
1.00 but less than or
equal to 5.50 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 6
                                       1.250%                  0.250%                   0.250%
Greater than 4.50 to
1.00 but less than or
equal to 5.00 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 7
                                       1.000%                  0.000%                   0.250%
Greater than 4.00 to
1.00 but less than or
equal to 4.50 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
Category 8
                                       0.875%                  0.000%                   0.250%
Greater than 3.50 to
1.00 but less than or
equal to 4.00 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
</TABLE>



<PAGE>   9


                                                                              8





<TABLE>
<CAPTION>
        Consolidated                 Eurodollar                                       Commitment
       Leverage Ratio                  Spread               ABR Spread              Fee Percentage
-----------------------------  ----------------------- ----------------------  ------------------------
<S>                                <C>                      <C>                    <C>
Category 9
                                       0.750%                  0.000%                   0.250%
Less than or equal to
3.50 to 1.00
-----------------------------  ----------------------- ----------------------  ------------------------
</TABLE>


         Each change in the Applicable Percentage resulting from a change in the
Consolidated Leverage Ratio shall be effective with respect to all Loans,
Commitments and Letters of Credit outstanding on and after the date of delivery
to the Administrative Agent of the financial statements and certificates
required by Section 5.04(a) or (b) and Section 5.04(d), respectively, indicating
such change until the date immediately preceding the next date of delivery of
such financial statements and certificates indicating another such change.
Notwithstanding the foregoing, until the Borrower shall have delivered the
financial statements and certificates required by Section 5.04(b) and Section
5.04(c), respectively, for the period ended June 30, 2000, the Consolidated
Leverage Ratio shall be deemed to be not lower than the Consolidated Leverage
Ratio corresponding to Category 3 for purposes of determining the Applicable
Percentage; provided, however, that (a) at any time during which the Borrower
has failed to deliver the financial statements and certificates required by
Section 5.04(a) or (b) and Section 5.04(d), respectively, or (b) at any time
after the occurrence and during the continuance of an Event of Default, the
Consolidated Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Percentage.

         "Asset Sale" shall mean the sale, transfer or other disposition (by way
of merger, casualty, condemnation or otherwise), other than any Asset Swap, by
Citadel or any of its subsidiaries to any person other than the Borrower or any
Subsidiary Guarantor of (a) any Equity Interests of the Borrower or any of the
Subsidiaries (other than directors' qualifying shares) or (b) any other assets
of Citadel or any of its subsidiaries (other than inventory, excess, damaged,
obsolete or worn out assets and Permitted Investments, in each case disposed of
in the ordinary course of business), provided that any asset sale or series of
related asset sales described in clause (b) above having a value not in excess
of $1,000,000 shall be deemed not to be an "Asset Sale" for purposes of this
Agreement.

         "Asset Swap" shall mean any transfer of assets of the Borrower or any
Subsidiary to any person other than an Affiliate of Citadel or its subsidiaries
in exchange for assets of such person if such exchange would qualify, whether in
part or in full, as a like-kind exchange pursuant to Section 1031 of the Code.
Nothing in this definition shall require Citadel or its subsidiaries to elect
that Section 1031 of the Code be applicable to any Asset Swap.

         "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by the
Administrative Agent.

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States of America.

         "Borrowing" shall mean a group of Loans of a single Type made,
continued or converted on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect.


<PAGE>   10


                                                                              9










         "Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

         "BPH Acquisition" shall mean the acquisition by the Borrower of
substantially all of the assets, and the assumption of certain of the
liabilities, of Broadcast Partners Holdings, L.P. and its subsidiaries for
approximately $190,000,000.

         "Broadcasting Business" shall mean (a) the business of owning and/or
operating a Station, including the operation of a Station pursuant to an LMA
Agreement, (b) the sale of advertising time for a Station pursuant to a JS
Agreement, (c) the business of owning and/or operating a Related Business and
(d) related ancillary activities.

         "Broadcast Market" shall mean each of the Stations of the Borrower
serving a specific geographical area or market.

         "Business Day" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

         "Capital Expenditures" shall mean, for any period and with respect to
any person, all expenditures (other than any noncash expenses incurred in
connection with any Trade Out Transactions) during such period by such person
that would be classified as capital expenditures in accordance with GAAP, but
excluding any such expenditure made (a) to restore, replace or rebuild property
to the condition of such property immediately prior to any damage, loss,
destruction or condemnation of such property, to the extent such expenditure is
made with insurance proceeds, condemnation awards or indemnification or damage
recovery proceeds relating to any such damage, loss, destruction or
condemnation, (b) with proceeds from the sale or exchange of property to the
extent utilized to purchase functionally equivalent property or equipment or (c)
as the purchase price of any Permitted Acquisition.

         "Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement 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 on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

         "Caribou Acquisition" shall mean the acquisition by the Borrower of all
of the general partnership interests in Caribou Communications Co. for
approximately $60,000,000.

         "Caribou Seller Notes" shall mean any promissory notes due January 4,
2000 made by the Borrower in favor of CAT Communications, Inc. or Desert
Communications III, Inc. to finance the Caribou Acquisition.

         "Certificate of Designation" shall mean the Certificate of Designation
filed on July 1, 1997, as amended on July 2, 1997, by the Borrower with the
Secretary of State of Nevada with respect to the Exchangeable Preferred Stock.



<PAGE>   11


                                                                             10


         A "Change in Control" shall be deemed to have occurred if (a) any
person or group (within the meaning of Rule 13d-5 of the Securities Exchange Act
of 1934 as in effect on the date hereof) shall own directly or indirectly,
beneficially or of record, shares representing more than 35% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests
of Citadel; (b) a majority of the seats (other than vacant seats) on the board
of directors of Citadel shall at any time be occupied by persons who were
neither (i) nominated by the board of directors of Citadel, nor (ii) appointed
by directors so nominated; (c) any change in control (or similar event, however
denominated) with respect to Citadel or the Borrower shall occur under and as
defined in any indenture or agreement in respect of Material Indebtedness to
which Citadel or the Borrower is a party; or (d) Citadel shall cease to own,
directly or indirectly, 100% of the issued and outstanding voting Equity
Interests of the Borrower.

         "Change in Law" shall mean (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.14, by any lending office of
such Lender or by such Lender's or Issuing Bank's holding company, if any) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this Agreement.

         "Class", when used in reference to (a) any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Term Loans or
Revolving Loans, and (b) any Commitment, refers to whether such Commitment is a
Term Loan Commitment or a Revolving Credit Commitment.

         "CLI" shall mean Citadel License, Inc., a Nevada corporation and a
wholly owned subsidiary of the Borrower.

         "Closing Date" shall mean December 17, 1999.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean all the "Collateral" as defined in any Security
Document and shall also include the Mortgaged Properties.

         "Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment and Term Loan Commitment.

         "Commitment Fee" shall have the meaning assigned to such term in
Section 2.05(a).

         "Communications Act" shall mean the Communications Act of 1934 and the
rules and regulations issued thereunder, as amended from time to time.

         "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum of the Borrower dated December 1999.

         "Consolidated Cash Interest Expense" for any period shall mean the
interest expense, to the extent paid or payable in cash, of the Borrower and its
consolidated Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.


<PAGE>   12


                                                                              11











         "Consolidated EBITDA" for any period shall mean Consolidated Net Income
for such period, to which shall be added back, to the extent deducted in
calculating Consolidated Net Income for such period, (a) the Consolidated
Interest Expense for such period, (b) all charges against income for Federal,
state, local and foreign income taxes and assessments of the Borrower and its
consolidated Subsidiaries for such period, (c) the aggregate depreciation
expense of the Borrower and its consolidated Subsidiaries for such period, (d)
losses from sales, transactions, exchanges and other dispositions of property
not in the ordinary course of business, (e) the aggregate amortization expense
of the Borrower and its consolidated Subsidiaries for such period, (f) noncash
expenses during such period incurred in connection with Trade Out Transactions,
(g) noncash nonrecurring charges for such period and (h) noncash compensation,
minus (i) revenue during such period in connection with Trade Out Transactions,
(ii) gains during such period from sales, transactions, exchanges and other
dispositions of property not in the ordinary course of business and (iii) any
noncash gain to the extent included in determining Consolidated Net Income, all
as determined on a consolidated basis in accordance with GAAP.

         "Consolidated Fixed Charge Coverage Ratio" for any period shall mean
the ratio of Consolidated EBITDA to Consolidated Fixed Charges for such period.

         "Consolidated Fixed Charges" for any period shall mean the sum, without
duplication, of (a) Consolidated Cash Interest Expense for such period, (b) the
amount of all Capital Expenditures made by the Borrower and its Subsidiaries
during such period, (c) all cash payments in respect of income taxes made during
such period (net of any cash refund in respect of income taxes actually received
during such period), (d) the scheduled principal amount of all amortization
payments on all Indebtedness (including the principal component of all Capital
Lease Obligations) of the Borrower and its Subsidiaries for such period and (e)
the amount of cash dividends paid by the Borrower and its Subsidiaries during
such period to persons other than the Borrower or a Subsidiary, all as
determined on a consolidated basis in accordance with GAAP

         "Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Cash
Interest Expense for such period.

         "Consolidated Interest Expense" for any period shall mean the total
interest expense of the Borrower and its consolidated Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Leverage Ratio" shall mean, at any date of determination,
the ratio of Total Debt on such date to Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower most recently ended on or prior
to such date. Solely for purposes of this definition, if at any time the
Consolidated Leverage Ratio is being determined the Borrower or any Subsidiary
shall have completed a Permitted Acquisition or an Asset Sale since the
beginning of the relevant four fiscal quarter period, the Consolidated Leverage
Ratio shall be determined on a pro forma basis as if such Permitted Acquisition
or Asset Sale, and any related incurrence or repayment of Indebtedness, had
occurred at the beginning of such period and taking into account any
identifiable cost savings documented to the reasonable satisfaction of the
Administrative Agent.

         "Consolidated Net Income" shall mean, for any period, net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of any Subsidiary to the extent that the


<PAGE>   13


                                                                              12










declaration or payment of dividends or similar distributions by the Subsidiary
of that income is prohibited by operation of the terms of its charter or any
agreement, instrument, judgment, decree, statute, rule or governmental
regulation applicable to the Subsidiary, and (b) the income (or loss) of any
person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any of the Subsidiaries or the date that
person's assets are acquired by the Borrower or any of the Subsidiaries.

         "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.

         "Credit Event" shall have the meaning assigned to such term in
Section 4.01.

         "Current Assets" shall mean, at any time, the consolidated current
assets (other than cash and Permitted Investments) of the Borrower and its
consolidated Subsidiaries.

         "Current Liabilities" shall mean, at any time, the consolidated current
liabilities of the Borrower and its consolidated Subsidiaries at such time, but
excluding, without duplication, (a) the current portion of any long-term
Indebtedness and (b) outstanding Revolving Loans.

         "Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

         "dollars" or "$" shall mean lawful money of the United States of
America.

         "Domestic Subsidiaries" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

         "Engagement Letter" shall mean the Engagement Letter dated December 10,
1999, between the Borrower and the Administrative Agent.

         "environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface, soils
or subsurface strata, the workplace or any building, structure, facility or
fixture or as otherwise defined in any Environmental Law.

         "Environmental Claim" shall mean any accusation, allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause
of action by, or on behalf of, any Governmental Authority or any person for
damages, injunctive or equitable relief, personal injury (including sickness,
disease or death), Remedial Action costs, tangible or intangible property
damage, natural resource damages, nuisance, pollution, any adverse effect on the
environment caused by any Hazardous Material, or for fines, penalties or
restrictions, resulting from or based upon (a) the existence, or the
continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases) or a threatened Release, (b) exposure to
any Hazardous Material, (c) the presence, use, handling, transportation,
storage, treatment or disposal of any Hazardous Material or (d) any
non-compliance or alleged non-compliance with any Environmental Law or
Environmental Permit.



<PAGE>   14


                                                                              13










         "Environmental Law" shall mean any and all applicable present and
future treaties, laws, rules, regulations, codes and ordinances, and all orders,
decrees, judgments, injunctions, notices or agreements which are binding on a
Loan Party and 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 Release of any
Hazardous Material or to health and safety matters, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Sections
9601 et seq. (collectively "CERCLA"), the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid
Waste Amendments of 1984, 42 U.S.C. Sections 6901 et seq., the Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C.
Sections 1251 et seq., the Clean Air Act of 1970, as amended 42 U.S.C. Sections
7401 et seq., the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601
et seq., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C.
Sections 651 et seq., the Emergency Planning and Community Right-to-Know Act of
1986, 42 U.S.C. Sections 11001 et seq., the Safe Drinking Water Act of 1974, as
amended, 42 U.S.C. Sections 300(f) et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 5101 et seq., and any similar or
implementing state, local or foreign law, and all amendments or regulations
promulgated under any of the foregoing.

         "Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.

         "Equity Interests" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a person.

         "Equity Issuance" shall mean any issuance or sale by Citadel, the
Borrower or any Subsidiary of any Equity Interests of Citadel, the Borrower or
any Subsidiary, as applicable, or any obligations convertible into or
exchangeable for, or giving any person a right, option or warrant to acquire
such Equity Interests or such convertible or exchangeable obligations, except in
each case for (a) any issuance or sale to Citadel, the Borrower or any
Subsidiary, (b) any issuance of directors' qualifying shares and (c) sales or
issuances of common stock of Citadel to management or employees of Citadel, the
Borrower or any Subsidiary under any employee stock option or stock purchase
plan or employee benefit plan in existence from time to time.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

         "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with 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 Event" shall mean (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


<PAGE>   15


                                                                              14










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 of its ERISA Affiliates from the PBGC or a plan administrator of any notice
relating to the intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any of its ERISA
Affiliates of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any of its ERISA Affiliates of any notice, concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default" shall have the meaning assigned to such term in
Article VII.

         "Excess Cash Flow" shall mean, for any fiscal year of the Borrower, the
excess of (a) the sum, of (i) Consolidated EBITDA for such fiscal year and (ii)
reductions to noncash working capital of the Borrower and its consolidated
Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets
minus Current Liabilities from the beginning to the end of such fiscal year)
over (b) the sum, without duplication, of (i) the amount of any cash income
taxes payable by the Borrower and its consolidated Subsidiaries with respect to
such fiscal year, (ii) cash interest paid (net of cash interest received) by the
Borrower and its consolidated Subsidiaries during such fiscal year, (iii)
Capital Expenditures made in cash in accordance with Section 6.08 during such
fiscal year, except to the extent financed with the proceeds of Indebtedness,
casualty proceeds or condemnation proceeds, (iv) permanent repayments of
Indebtedness made by the Borrower and its consolidated Subsidiaries during such
fiscal year, but only to the extent that such prepayments by their terms cannot
be reborrowed or redrawn and do not occur in connection with a refinancing of
all or any portion of such Indebtedness, and (v) additions to noncash working
capital for such fiscal year (i.e., the increase, if any, in Current Assets
minus Current Liabilities from the beginning to the end of such fiscal year);
provided that to the extent otherwise included therein, the Net Cash Proceeds of
Asset Sales shall be excluded from the calculation of Excess Cash Flow.

         "Exchange Indenture" shall mean the Indenture dated as of July 1, 1997,
among the Borrower, CLI and The Bank of New York, as trustee, relating to the
Exchangeable Debentures.

         "Exchangeable Debentures" shall mean any Exchangeable Debentures due
2009 issued in exchange for Exchangeable Preferred Stock.

         "Exchangeable Debt Instruments" shall mean the Exchange Indenture and
the Exchangeable Debentures.

         "Exchangeable Preferred Stock" shall mean the 13-1/4% Series A
Exchangeable Preferred Stock issued by the Borrower on July 1, 1997, any
exchangeable preferred stock issued in exchange therefor pursuant to the
Preferred Stock Registration Rights Agreement, and any exchangeable preferred
stock issued by the Borrower as dividends thereon in accordance with the
Certificate of Designation.



<PAGE>   16


                                                                              15










         "Excluded Taxes" shall mean, with respect to the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, 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 of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.21(a)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.20(e), 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 such withholding tax
pursuant to Section 2.20(a).

         "Existing Loan Agreement" shall mean the Amended and Restated Loan
Agreement dated as of July 3, 1997, as further amended, among the Borrower, CLI,
the lenders from time to time party thereto, and FINOVA Capital Corporation, as
agent.

         "Existing Letter of Credit" shall mean each Letter of Credit previously
issued for the account of the Borrower that (a) is outstanding on the Closing
Date and (b) is listed on Schedule 1.01(a).

         "FCC" shall mean the Federal Communications Commission or any
Governmental Authority succeeding to its functions.

         "FCC Licenses" shall mean the Licenses issued by the FCC.

         "Fees" shall mean the Commitment Fee, the Administrative Agent Fees,
the L/C Participation Fees and the Issuing Bank Fees.

         "Financial Officer" of any person shall mean the chief financial
officer, principal accounting officer, Treasurer or Controller of such person.

         "Foreign Lender" shall mean any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. 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.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "GAAP" shall mean United States generally accepted accounting
principles applied on a consistent basis.

         "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

         "Granting Lender" shall have the meaning assigned to such term in
Section 9.04(i).



<PAGE>   17


                                                                              16










         "Guarantee" of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance
or supply funds for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness; provided, however,
that the term "Guarantee" shall not include endorsements for collection or
deposit in the ordinary course of business.

         "Guarantee Agreements" shall mean the Parent Guarantee Agreement and
the Subsidiary Guarantee Agreement.

         "Guarantors" shall mean Citadel and the Subsidiary Guarantors.

         "Hazardous Material" shall mean all hazardous, toxic, explosive or
radioactive substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls ("PCBs") or PCB-containing materials or equipment,
radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.

         "Hedging Agreement" shall mean any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, foreign exchange
contract, currency swap agreement or other similar agreement or arrangement.

         "Incremental Facility Cutoff Date" shall mean December 17, 2002.

         "Incremental Revolving Facility Amount" shall mean, at any time, the
lesser of (a) $100,000,000 and (b) the excess, if any, of (i) $300,000,000 over
(ii) the sum of (x) the aggregate amount of all Incremental Term Loan
Commitments established at or prior to such time pursuant to Section 2.24 and
(y) the aggregate increase in the Revolving Credit Commitments established prior
to such time pursuant to Section 2.23.

         "Incremental Term Lender" shall mean a Lender with an Incremental Term
Loan Commitment or an outstanding Incremental Term Loan.

         "Incremental Term Loan Amount" shall mean, at any time, the excess, if
any, of (a) $300,000,000 over (b) the sum of (i) the aggregate increase in the
Revolving Credit Commitments established at or prior to such time pursuant to
Section 2.23 and (ii) the aggregate amount of all Incremental Term Loan
Commitments established prior to such time pursuant to Section 2.24.

         "Incremental Term Loan Assumption Agreement" shall mean an Incremental
Term Loan Assumption Agreement in form and substance reasonably satisfactory to
the Administrative Agent, among the Borrower, the Administrative Agent and one
or more Incremental Term Lenders.

         "Incremental Term Loan Commitment" shall mean the commitment of any
Lender, established pursuant to Section 2.24, to make Incremental Term Loans to
the Borrower.


<PAGE>   18


                                                                              17










         "Incremental Term Loans" shall mean Term Loans made by one or more
Lenders to the Borrower pursuant to clause (b) of Section 2.01.

         "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
under conditional sale or other title retention agreements relating to property
or assets purchased by such person, (d) all obligations of such person issued or
assumed as the deferred purchase price of property or services (excluding trade
accounts payable and accrued obligations incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such person, whether or not the
obligations secured thereby have been assumed, (f) all Guarantees by such person
of Indebtedness of others, (g) all Capital Lease Obligations of such person, (h)
all obligations, contingent or otherwise, of such person as an account party in
respect of letters of credit and (i) all obligations, contingent or otherwise,
of such person in respect of bankers' acceptances. The Indebtedness of any
person shall include the Indebtedness of any partnership in which such person is
a general partner.

         "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

         "Indemnity, Subrogation and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit D, among the Borrower, the Subsidiary Guarantors and the Collateral
Agent.

         "Indentures" shall mean the Exchange Indenture, the 1997 Note Indenture
and the 1998 Note Indenture.

         "Interest Payment Date" shall mean, (a) with respect to any ABR Loan,
the last Business Day of each March, June, September and December, and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration been applicable to such Borrowing, and, in addition, the
date of any prepayment of a Eurodollar Borrowing or conversion of a Eurodollar
Borrowing to an ABR Borrowing.

         "Interest Period" shall mean, as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months (or, with the consent of
all Lenders participating in such Borrowing, 9 or 12 months) thereafter, as the
Borrower may elect; provided, however, that if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.



<PAGE>   19


                                                                              18










         "Internet Company" shall mean a business in which the majority of its
revenues arise out of its activities selling goods and/or services over the
internet.

         "Internet Trade Out Transaction" shall mean a Trade Out Transaction in
which the Borrower or any Subsidiary exchanges unused and preemptible
advertising time for Equity Interests or any obligations convertible into or
exchangeable for, or giving any person a right, option or warrant to acquire
such Equity Interests or such convertible or exchangeable obligations, of an ISP
or any other Internet Company.

         "ISP" shall mean a business in which the majority of its revenues arise
out of its activities as an internet service provider.

         "Issuing Bank" shall mean, as the context may require, (a) Credit
Suisse First Boston, with respect to Letters of Credit issued by it, (b) Bank
Boston, N.A., with respect to each Existing Letter of Credit, (c) any other
Lender that may become an Issuing Bank pursuant to Section 2.22(i) or 2.22(k),
with respect to Letters of Credit issued by such Lender or (d) collectively, all
of the foregoing.

         "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.05(c).

         "JS Agreement" shall mean an agreement in which (a) two or more
licensees of Stations join to market air time or (b) a licensee of a Station
sells air time to a broker.

         "L/C Commitment" shall mean, with respect to any Issuing Bank, the
commitment of such Issuing Bank to issue Letters of Credit pursuant to Section
2.22.

         "L/C Disbursement" shall mean a payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit.

         "L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Revolving Credit Lender at any
time shall mean its Pro Rata Percentage of the aggregate L/C Exposure at such
time.

         "L/C Participation Fee" shall have the meaning assigned to such term in
Section 2.05(c).

         "Lenders" shall mean (a) the financial institutions listed on Schedule
2.01 (other than any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance) and (b) any financial
institution that has become a party hereto pursuant to an Assignment and
Acceptance.

         "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.22 and any Existing Letter of Credit.

         "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of the relevant Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in dollars
(as set


<PAGE>   20


                                                                              19










forth by the Bloomberg Information Service or any successor thereto or any other
service selected by the Administrative Agent that has been nominated by the
British Bankers' Association as an authorized information vendor for the purpose
of displaying such rates) for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the "LIBO Rate" shall be the interest
rate per annum determined by the Administrative Agent to be the average of the
rates per annum at which deposits in dollars are offered for such relevant
Interest Period to major banks in the London interbank market in London, England
by the Administrative Agent at approximately 11:00 a.m. (London time) on the
date that is two Business Days prior to the beginning of such Interest Period.

         "Licenses" shall mean all licenses, permits, consents, approvals and
authorities issued by any Governmental Authority that authorize a person to
operate a Station.

         "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

         "Liggett Acquisition" shall mean the acquisition by the Borrower of
substantially all of the assets of Liggett Broadcast, Inc. and certain of its
affiliates for approximately $120,500,000.

         "LMA Agreement" shall mean a local marketing arrangement, sale
agreement, time brokerage agreement, management agreement or similar arrangement
pursuant to which a person, subject to customary preemption rights and other
limitations, (a) obtains the right to sell at least a majority of the
advertising inventory of a radio station of which another person is a licensee,
(b) obtains the right to exhibit programming and sell advertising time during a
majority of the air time of a Station or (c) manages the selling operations of a
Station with respect to at least a majority of the advertising inventory of such
Station.

         "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Guarantee Agreements, the Security Documents, each Incremental Term Loan
Assumption Agreement and the Indemnity, Subrogation and Contribution Agreement.

         "Loan Parties" shall mean the Borrower and the Guarantors.

         "Loans" shall mean the Revolving Loans and the Term Loans.

         "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

         "Material Adverse Effect" shall mean (a) a materially adverse effect on
the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and the Subsidiaries, taken as a whole, (b) material
impairment of the ability of the Borrower or any other Loan Party to perform any
of its obligations under any Loan Document to which it is or will be a party or
(c) material impairment of the rights of or benefits available to the Lenders
under any Loan Document.



<PAGE>   21


                                                                              20










         "Material Indebtedness" shall mean Indebtedness (other than the Loans
and Letters of Credit) or obligations in respect of one or more Hedging
Agreements of any one or more of Citadel and its subsidiaries in an aggregate
principal amount exceeding $5,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of Citadel or any
subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that Citadel or such
subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

         "Maturity Date" shall mean March 31, 2007, subject to extension as
provided in Section 2.25.

         "Mortgaged Properties" shall mean (a) the owned real properties of the
Borrower specified on Schedule 1.01(c) and (b) any other real property of any
Loan Party that is subject to a Mortgage after the Closing Date pursuant to
Section 5.11.

         "Mortgages" shall mean the mortgages, deeds of trust, modifications and
other security documents delivered pursuant to clause (i) of Section 4.02(j) or
pursuant to Section 5.11, each substantially in the form of Exhibit I.

         "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" shall mean (a) with respect to any Asset Sale, the
cash proceeds (including cash proceeds subsequently received (as and when
received) in respect of noncash consideration initially received), net of (i)
selling expenses (including reasonable broker's fees or commissions, legal fees,
transfer and similar taxes and the Borrower's good faith estimate of income
taxes paid or payable in connection with such sale), (ii) amounts provided as a
reserve, in accordance with GAAP, against any liabilities under any
indemnification obligations or purchase price adjustment associated with such
Asset Sale (provided that, to the extent and at the time any such amounts are
released from such reserve, such amounts shall constitute Net Cash Proceeds) and
(iii) the principal amount, premium or penalty, if any, interest and other
amounts on any Indebtedness for borrowed money which is secured by the asset
sold in such Asset Sale and which is repaid with such proceeds (other than any
such Indebtedness assumed by the purchaser of such asset); provided, however,
that, if (x) the Borrower shall deliver a certificate of a Financial Officer to
the Administrative Agent at the time of receipt thereof setting forth the
Borrower's intent to reinvest such proceeds in productive assets of a kind then
used or usable in the business of the Borrower and the Subsidiaries within 330
days of receipt of such proceeds and (y) no Default or Event of Default shall
have occurred and shall be continuing at the time of such certificate or at the
proposed time of the application of such proceeds, such proceeds shall not
constitute Net Cash Proceeds except to the extent that at least $5,000,000 of
such proceeds are not so used or contractually committed to be used at the end
of such 330-day period, at which time all such proceeds shall be deemed to be
Net Cash Proceeds; and (b) with respect to any issuance or disposition of
Indebtedness or any Equity Issuance, the cash proceeds thereof, net of all taxes
and customary fees, commissions, costs and other expenses incurred in connection
therewith. Any "boot" or other nonlike-kind assets received in connection with
an Asset Swap shall be considered proceeds from the sale of an asset.

         "1997 Note Indenture" shall mean the indenture dated as of July 1,
1997, among the Borrower, CLI and The Bank of New York, as trustee, as in effect
on the Closing Date and as


<PAGE>   22


                                                                              21










thereafter amended from time to time in accordance with the requirements thereof
and of this Agreement.

         "1997 Notes Registration Rights Agreement" shall mean the Registration
Rights Agreement entered into on July 1, 1997 among the Borrower, CLI and the
initial purchasers of the 1997 Senior Subordinated Notes.

         "1997 Senior Subordinated Debt Instruments" shall mean the 1997 Senior
Subordinated Notes, the 1997 Note Indenture and the 1997 Notes Registration
Rights Agreement.

         "1997 Senior Subordinated Notes" shall mean the Borrower's 10-1/4%
Senior Subordinated Notes due 2007 issued pursuant to the 1997 Note Indenture
and any notes issued by the Borrower in exchange for, and as contemplated by,
the 1997 Notes Registration Rights Agreement.

         "1998 Note Indenture" shall mean the indenture dated as of November 19,
1998, among the Borrower, CLI and The Bank of New York, as trustee, as in effect
on the Closing Date and as thereafter amended from time to time in accordance
with the requirements thereof and of this Agreement

         "1998 Notes Registration Rights Agreement" shall mean the Registration
Rights Agreement entered into on November 19, 1998, among the Borrower, CLI and
the initial purchasers of the 1998 Senior Subordinated Notes.

         "1998 Senior Subordinated Debt Instruments" shall mean the 1998 Senior
Subordinated Notes, the 1998 Note Indenture and the 1998 Notes Registration
Rights Agreement.

         "1998 Senior Subordinated Notes" shall mean the Borrower's 9-1/4%
Senior Subordinated Notes due 2008 issued pursuant to the 1998 Note Indenture
and any notes issued by the Borrower in exchange for, and as contemplated by,
the 1998 Notes Registration Rights Agreement.

         "Notes Registration Rights Agreements" shall mean, collectively, the
1997 Notes Registration Rights Agreement and the 1998 Notes Registration Rights
Agreement.

         "Obligations" shall mean all obligations defined as "Obligations" in
the Guarantee Agreements and the Security Documents.

         "Operating Agreement" shall mean any tower site lease, tower license,
office lease, studio lease, equipment lease, network affiliation agreement,
programming agreement, time brokerage agreement or other similar agreement
relating to the operation of a Station.

         "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

         "Parent Guarantee Agreement" shall mean the Parent Guarantee Agreement,
substantially in the form of Exhibit F, made by Citadel in favor of the
Collateral Agent for the benefit of the Secured Parties.



<PAGE>   23


                                                                              22










         "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

         "Pending Acquisitions" shall mean those acquisitions listed on
Schedule 1.01(b).

         "Perfection Certificate" shall mean the Perfection Certificate
substantially in the form of Annex 2 to the Security Agreement.

         "Permitted Acquisition" shall have the meaning assigned to such term in
Section 6.04(c).

         "Permitted Investments" shall mean:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from Standard &
         Poor's Ratings Service or from Moody's Investors Service, Inc.;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within one year from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any Lender or of any commercial bank organized under the laws of the
         United States of America or any State thereof that has a combined
         capital and surplus and undivided profits of not less than
         $500,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution satisfying the criteria of
         clause (c) above.

         "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof.

         "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement, substantially in
the form of Exhibit G, between the Borrower, Citadel, the Subsidiaries party
thereto and the Collateral Agent for the benefit of the Secured Parties.

         "Preferred Stock Registration Rights Agreement" shall mean the
Preferred Stock Registration Rights Agreement entered into on July 1, 1997 among
the Borrower, CLI and the initial purchasers of the Exchangeable Preferred
Stock.


<PAGE>   24


                                                                              23










         "Pro Rata Percentage" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment.

         "Pro Rata Term Percentage" of any Term Lender at any time shall mean a
fraction (expressed as a percentage) (a) the numerator of which is equal to the
sum of (i) the aggregate principal amount of the Term Loans of such Lender
outstanding at such time and (ii) the unused and available Term Loan Commitment
of such Lender at such time and (b) the denominator of which is the sum of (i)
the aggregate outstanding principal amount of all Term Loans at such time and
(ii) the total unused and available Term Loan Commitments at such time.

         "Properties" shall have the meaning assigned to such term in
Section 3.17(a).

         "Register" shall have the meaning given such term in Section 9.04(d).

         "Regulation T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Related Business" shall mean (a) any business ancillary to the
ownership or operation of a Station or (b) any business that is an ISP or
ancillary to the business of an ISP.

         "Related Fund" shall mean, with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

         "Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto, within or through the environment.

         "Remedial Action" shall mean (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority or voluntarily undertaken to: (i)
cleanup, remove, treat, abate or in any other way address any Hazardous Material
in the environment; (ii) prevent the Release or threat of Release, or minimize
the further Release of any Hazardous Material so it does not migrate or endanger
or threaten to endanger public health, welfare or the environment; (iii) resolve
any non-compliance with Environmental Law or any Environmental Permit; or (iv)
perform studies and investigations in connection with, or as a precondition to,
(i), (ii) or (iii) above.

         "Repayment Date" shall have the meaning given such term in
Section 2.11.

         "Required Lenders" shall mean, at any time, Lenders having Loans, L/C
Exposure and unused Revolving Credit Commitments and Term Loan Commitments
representing at least a


<PAGE>   25


                                                                              24










majority of the sum of all Loans outstanding, L/C Exposure and unused Revolving
Credit Commitments and Term Loan Commitments at such time.

         "Responsible Officer" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person in
respect of this Agreement.

         "Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.

         "Revolving Credit Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Credit Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09, (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04 and (c) increased from time to time pursuant to Section 2.23.

         "Revolving Credit Exposure" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate amount at such time of such
Lender's L/C Exposure.

         "Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment or, if the Revolving Credit Commitments have terminated or expired, a
Lender with Revolving Credit Exposure.

         "Revolving Loans" shall mean the revolving loans made by the Lenders to
the Borrower pursuant to clause (c) of Section 2.01. Each Revolving Loan shall
be a Eurodollar Revolving Loan or an ABR Revolving Loan.

         "Secured Parties" shall have the meaning assigned to such term in the
Security Agreement.

         "Security Agreement" shall mean the Security Agreement, substantially
in the form of Exhibit H, among the Borrower, the Subsidiaries party thereto and
the Collateral Agent for the benefit of the Secured Parties.

         "Security Documents" shall mean the Mortgages, the Security Agreement,
the Pledge Agreement and each of the security agreements, mortgages and other
instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 5.11.

         "SPC" shall have the meaning assigned to such term in Section 9.04(i).

         "Station" shall mean a radio station operated to transmit over airwaves
radio signals within a geographic area for the purpose of providing commercial
broadcasting radio programming.

         "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch,
Affiliate, or


<PAGE>   26


                                                                              25










other fronting office making or holding a Loan) is subject. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

         "subsidiary" shall mean, with respect to any person (herein referred to
as the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

         "Subsidiary" shall mean any subsidiary of the Borrower.

         "Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee
Agreement, substantially in the form of Exhibit E, made by the Subsidiary
Guarantors in favor of the Collateral Agent for the benefit of the Secured
Parties.

         "Subsidiary Guarantor" shall mean each Subsidiary that is or becomes a
party to a Subsidiary Guarantee Agreement.

         "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "Term Borrowing" shall mean a Borrowing comprised of Term Loans.

         "Term Lender" shall mean a Lender with a Term Loan Commitment or an
outstanding Term Loan.

         "Term Loan Availability Period" shall mean the period from and
including the Closing Date to and including December 15, 2000.

         "Term Loan Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Term Loans hereunder as set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed
its Term Loan Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial aggregate amount of the Term Loan Commitments is $250,000,000. Unless
the context shall otherwise require, after the effectiveness of any Incremental
Term Loan Commitments the term "Term Loan Commitments" shall include such
Incremental Term Loan Commitment.

         "Term Loans" shall mean the term loans made by the Lenders to the
Borrower pursuant to Section 2.01. Each Term Loan shall be a Eurodollar Term
Loan or an ABR Term Loan. Unless the context shall otherwise require, the term
"Term Loans" shall include any Incremental Term Loans.

         "Total Debt" at any time shall mean the total Indebtedness of the
Borrower and its Subsidiaries at such time (excluding Indebtedness of the type
described in clause (h) of the definition of such term, except to the extent of
any unreimbursed drawings thereunder).



<PAGE>   27


                                                                              26




         "Total Revolving Credit Commitment" shall mean, at any time, the
aggregate amount of the Revolving Credit Commitments, as in effect at such time.
The initial Total Revolving Credit Commitment is $150,000,000.

         "Trade Out Transaction" shall mean an exchange by the Borrower or any
Subsidiary of advertising time for non-cash consideration, such as goods,
services or program material.

         "Transactions" shall have the meaning assigned to such term in
Section 3.02.

         "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the Alternate Base Rate.

         "wholly owned Subsidiary" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the equity or 100% of the ordinary
voting power or 100% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by such person or one or
more wholly owned subsidiaries of such person or by such person and one or more
wholly owned subsidiaries of such person.

         "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article
VI or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

         SECTION 1.03. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings may also be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").



<PAGE>   28


                                                                              27










                                   ARTICLE II

                                   THE CREDITS


         SECTION 2.01. COMMITMENTS. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, (a) to make Term Loans to the Borrower on no
more than six occasions during the Term Loan Availability Period, in an
aggregate principal amount not to exceed its Term Loan Commitment, (b) if such
Lender has so committed pursuant to Section 2.24, to make Incremental Term Loans
to the Borrower on or prior to the Incremental Facility Cutoff Date, in an
aggregate principal amount not to exceed its Incremental Term Loan Commitment,
and (c) to make Revolving Loans to the Borrower, at any time and from time to
time on or after the date hereof, and until the earlier of the Maturity Date and
the termination of the Revolving Credit Commitment of such Lender in accordance
with the terms hereof, in an aggregate principal amount at any time outstanding
that will not result in such Lender's Revolving Credit Exposure exceeding such
Lender's Revolving Credit Commitment. Within the limits set forth in clause (c)
of the preceding sentence and subject to the terms, conditions and limitations
set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving
Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

         SECTION 2.02. LOANS. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments; provided, however, that the failure of any Lender to
make any Loan shall not in itself relieve any other Lender of its obligation to
lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender). Except for Loans deemed made pursuant to Section
2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal
amount that is (i) an integral multiple of $1,000,000 and not less than
$5,000,000 (except with respect to any Incremental Term Borrowing, to the extent
otherwise provided in the related Incremental Term Loan Assumption Agreement) or
(ii) equal to the remaining available balance of the applicable Commitments.

         (b) Subject to Sections 2.08, 2.15 and 2.24(d), each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of
this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that the Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than ten Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

         (c) Except with respect to Loans made pursuant to Section 2.02(f), each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 11:00 a.m.,
New York City time, and the Administrative Agent shall by 12:00 (noon), New York
City time, credit the amounts so received to an account or accounts designated
by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not
occur on such date because any


<PAGE>   29


                                                                              28









condition precedent herein specified shall not have been met, return the amounts
so received to the respective Lenders.

         (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

         (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Borrowing if the Interest Period requested
with respect thereto would end after the Maturity Date.

         (f) If the applicable Issuing Bank shall not have received from the
Borrower the payment required to be made by Section 2.22(e) within the time
specified in such Section, such Issuing Bank will promptly notify the
Administrative Agent of the L/C Disbursement and the Administrative Agent will
promptly notify each Revolving Credit Lender of such L/C Disbursement and its
Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire
transfer of immediately available funds to the Administrative Agent not later
than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit
Lender shall have received such notice later than 12:00 (noon), New York City
time, on any day, not later than 10:00 a.m., New York City time, on the
immediately following Business Day), an amount equal to such Lender's Pro Rata
Percentage of such L/C Disbursement (it being understood that such amount shall
be deemed to constitute an ABR Revolving Loan of such Lender and such payment
shall be deemed to have reduced the L/C Exposure), and the Administrative Agent
will promptly pay to the applicable Issuing Bank amounts so received by it from
the Revolving Credit Lenders. The Administrative Agent will promptly pay to the
applicable Issuing Bank any amounts received by it from the Borrower pursuant to
Section 2.22(e) prior to the time that any Revolving Credit Lender makes any
payment pursuant to this paragraph (f); any such amounts received by the
Administrative Agent thereafter will be promptly remitted by the Administrative
Agent to the Revolving Credit Lenders that shall have made such payments and to
the applicable Issuing Bank, as their interests may appear. If any Revolving
Credit Lender shall not have made its Pro Rata Percentage of such L/C
Disbursement available to the Administrative Agent as provided above, such
Lender and the Borrower severally agree to pay interest on such amount, for each
day from and including the date such amount is required to be paid in accordance
with this paragraph to but excluding the date such amount is paid, to the
Administrative Agent for the account of the applicable Issuing Bank at (i) in
the case of the Borrower, a rate per annum equal to the interest rate applicable
to Revolving Loans pursuant to


<PAGE>   30


                                                                              29










Section 2.06(a), and (ii) in the case of such Lender, for the first such day,
the Federal Funds Effective Rate, and for each day thereafter, the Alternate
Base Rate.

         SECTION 2.03. BORROWING PROCEDURE. In order to request a Borrowing
(other than a deemed Borrowing pursuant to Section 2.02(f), as to which this
Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the
Administrative Agent a duly completed Borrowing Request (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, one Business Day
before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall
be signed by or on behalf of the Borrower and shall specify the following
information: (i) whether the Borrowing then being requested is to be a Term
Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a
Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
shall be a Business Day), (iii) the number and location of the account to which
funds are to be disbursed (which shall be an account that complies with the
requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect
thereto; provided, however, that, notwithstanding any contrary specification in
any Borrowing Request, each requested Borrowing shall comply with the
requirements set forth in Section 2.02. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. The Administrative Agent
shall promptly advise the applicable Lenders of any notice given pursuant to
this Section 2.03 (and the contents thereof), and of each Lender's portion of
the requested Borrowing.

         SECTION 2.04. EVIDENCE OF DEBT; REPAYMENT OF LOANS. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the principal amount of each Term Loan of such Lender
as provided in Section 2.11 and (ii) the then unpaid principal amount of each
Revolving Loan of such Lender on the Maturity Date.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.

         (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower or any Guarantor and each Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) above shall be prima facie evidence of the existence and amounts of
the obligations therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Loans in accordance with their terms.

         (e) Any Lender may request that Loans made by it hereunder be evidenced
by a promissory note. In such event, the Borrower shall execute and deliver to
such Lender a promissory note


<PAGE>   31


                                                                              30










payable to such Lender and its registered assigns and in a form and substance
reasonably acceptable to the Administrative Agent and the Borrower.
Notwithstanding any other provision of this Agreement, in the event any Lender
shall request and receive such a promissory note, the interests represented by
such note shall at all times (including after any assignment of all or part of
such interests pursuant to Section 9.04) be represented by one or more
promissory notes payable to the payee named therein or its registered assigns.

         SECTION 2.05. FEES. (a) The Borrower agrees to pay to each Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December in each year and on each date on which any Commitment of
such Lender shall expire or be terminated as provided herein, a commitment fee
(a "Commitment Fee") equal to the Applicable Percentage per annum in effect from
time to time on the daily unused amount of the Commitments of such Lender during
the preceding quarter (or other period commencing with the date hereof or ending
with the date on which the Commitments of such Lender shall expire or be
terminated). All Commitment Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days. The Commitment Fee due to each
Lender shall commence to accrue on the date hereof and shall cease to accrue on
the date on which the Commitment of such Lender shall expire or be terminated as
provided herein.

         (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the administrative fees set forth in the Engagement Letter at the times
and in the amounts specified therein (the "Administrative Agent Fees").

         (c) The Borrower agrees to pay (i) to each Revolving Credit Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December of each year and on the date on which the Revolving
Credit Commitment of such Lender shall be terminated as provided herein, a fee
(an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of
the daily aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) during the preceding quarter (or shorter period
commencing with the date hereof or ending with the Maturity Date or the date on
which all Letters of Credit have been canceled or have expired and the Revolving
Credit Commitments of all Lenders shall have been terminated) at a rate equal to
the Applicable Percentage from time to time used to determine the interest rate
on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section
2.06, and (ii) to the applicable Issuing Bank with respect to each Letter of
Credit on the last Business Day of March, June, September and December of each
year and on the Maturity Date, a fronting fee equal to 1/8 of 1% per annum on
the aggregate outstanding face amount of such Letter of Credit and the standard
issuance and drawing fees specified from time to time by such Issuing Bank (the
"Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days.

         (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the applicable Issuing Bank. Once paid, none of the Fees shall be refundable
under any circumstances.

         SECTION 2.06. INTEREST ON LOANS. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when the Alternate Base Rate is


<PAGE>   32


                                                                              31










determined by reference to the Prime Rate and over a year of 360 days at all
other times) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Percentage in effect from time to time.

         (b) Subject to the provisions of Section 2.07, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Percentage in effect from time to time.

         (c) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.

         SECTION 2.07. DEFAULT INTEREST. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Loan Document,
the Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of overdue principal,
at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
2.00% per annum and (b) in all other cases, at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate that would be applicable to an
ABR Revolving Loan plus 2.00%.

         SECTION 2.08. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Lender of making or maintaining
its Eurodollar Loan during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be conclusive absent
manifest error.

         SECTION 2.09. TERMINATION AND REDUCTION OF COMMITMENTS. (a) The Term
Loan Commitments (other than any Incremental Term Loan Commitments) shall
automatically terminate at 5:00 p.m., New York City time, on the last day of the
Term Loan Availability Period. Unless terminated earlier pursuant to the
applicable Incremental Term Loan Assumption Agreement, the Incremental Term Loan
Commitments shall automatically terminate at 5:00 p.m., New York City time, on
the Incremental Facility Cutoff Date. The Revolving Credit Commitments and the
L/C Commitments shall automatically terminate on the Maturity Date.
Notwithstanding the foregoing, all the Commitments shall automatically terminate
at 5:00 p.m., New York City time, on February 29, 2000, if the initial Credit
Event shall not have occurred by such time.



<PAGE>   33


                                                                              32










         (b) Upon at least three Business Days' prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the Term
Loan Commitments or the Revolving Credit Commitments; provided, however, that
(i) each partial reduction of the Term Loan Commitments or the Revolving Credit
Commitments shall be in an integral multiple of $1,000,000 and in a minimum
amount of $10,000,000 and (ii) the Total Revolving Credit Commitment shall not
be reduced to an amount that is less than the Aggregate Revolving Credit
Exposure at the time.

         (c) If any prepayment of Term Loans would be required pursuant to
Section 2.13 but cannot be made because there are no Term Loans outstanding, or
because the amount of the required prepayment exceeds the outstanding amount of
Term Loans, then, on the date that such prepayment is required, the Revolving
Credit Commitments shall be reduced by an aggregate amount equal to the amount
of the required prepayment or the excess of such amount over the outstanding
amount of Term Loans, as the case may be, on the day any such prepayment of Term
Loans is, or would be, required by Section 2.13.

         (d) Each reduction in the Term Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their respective applicable Commitments. The Borrower shall pay to the
Administrative Agent for the account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.

         SECTION 2.10. CONVERSION AND CONTINUATION OF BORROWINGS. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 12:00 (noon), New York City time, one
Business Day prior to conversion, to convert any Eurodollar Borrowing into an
ABR Borrowing, (b) not later than 10:00 a.m., New York City time, three Business
Days prior to conversion or continuation, to convert any ABR Borrowing into a
Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar
Borrowing for an additional Interest Period, and (c) not later than 10:00 a.m.,
New York City time, three Business Days prior to conversion, to convert the
Interest Period with respect to any Eurodollar Borrowing to another permissible
Interest Period, subject in each case to the following:

                  (i) each conversion or continuation shall be made pro rata
         among the Lenders in accordance with the respective principal amounts
         of the Loans comprising the converted or continued Borrowing;

                  (ii) if less than all the outstanding principal amount of any
         Borrowing shall be converted or continued, then each resulting
         Borrowing shall satisfy the limitations specified in Sections 2.02(a)
         and 2.02(b) regarding the principal amount and maximum number of
         Borrowings of the relevant Type;

                  (iii) each conversion shall be effected by each Lender and the
         Administrative Agent by recording for the account of such Lender the
         new Loan of such Lender resulting from such conversion and reducing the
         Loan (or portion thereof) of such Lender being converted by an
         equivalent principal amount; accrued interest on any Eurodollar Loan
         (or portion thereof) being converted shall be paid by the Borrower at
         the time of conversion;



<PAGE>   34


                                                                              33










                  (iv) if any Eurodollar Borrowing is converted at a time other
         than the end of the Interest Period applicable thereto, the Borrower
         shall pay, upon demand, any amounts due to the Lenders pursuant to
         Section 2.16;

                  (v) any portion of a Borrowing maturing or required to be
         repaid in less than one month may not be converted into or continued as
         a Eurodollar Borrowing;

                  (vi) any portion of a Eurodollar Borrowing that cannot be
         converted into or continued as a Eurodollar Borrowing by reason of the
         immediately preceding clause shall be automatically converted at the
         end of the Interest Period in effect for such Borrowing into an ABR
         Borrowing;

                  (vii) no Interest Period may be selected for any Eurodollar
         Term Borrowing that would end later than a Repayment Date occurring on
         or after the first day of such Interest Period if, after giving effect
         to such selection, the aggregate outstanding amount of (A) the
         Eurodollar Term Borrowings with Interest Periods ending on or prior to
         such Repayment Date and (B) the ABR Term Borrowings would not be at
         least equal to the principal amount of Term Borrowings to be paid on
         such Repayment Date; and

                  (viii) upon notice to the Borrower from the Administrative
         Agent given at the request of the Required Lenders, after the
         occurrence and during the continuance of a Default or Event of Default,
         no outstanding Loan may be converted into, or continued as, a
         Eurodollar Loan.

         Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the Borrower requests be converted or continued, (ii) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each Lender's portion of any converted or
continued Borrowing. If the Borrower shall not have given notice in accordance
with this Section 2.10 to continue any Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this
Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
automatically be converted into an ABR Borrowing.

         SECTION 2.11. REPAYMENT OF TERM BORROWINGS. (a) Subject to paragraph
(c) below, the Borrower shall pay to the Administrative Agent, for the account
of the Lenders, on the dates set forth below, or if any such date is not a
Business Day, on the next preceding day (each a "Repayment Date") a principal
amount of the Term Loans (as adjusted from time to time pursuant to Sections
2.12(b) and 2.13(f)) equal to the percentage set forth below for such date of
the aggregate amount of the Term Loans outstanding on the Incremental Facility
Cutoff Date:


<PAGE>   35


                                                                              34







<TABLE>
<CAPTION>
                  Repayment Date                     Percentage
                  --------------                     ----------
                 <S>                                <C>
                  March 31, 2003                     3.750%
                  June 30, 2003                      3.750%
                  September 30, 2003                 3.750%
                  December 31, 2003                  3.750%
                  March 31, 2004                     5.000%
                  June 30, 2004                      5.000%
                  September 30, 2004                 5.000%
                  December 31, 2004                  5.000%
                  March 31, 2005                     5.000%
                  June 30, 2005                      5.000%
                  September 30, 2005                 5.000%
                  December 31, 2005                  5.000%
                  March 31, 2006                     5.000%
                  June 30, 2006                      5.000%
                  September 30, 2006                 5.000%
                  December 31, 2006                  5.000%
                  March 31, 2007                     6.250%
                  June 30, 2007                      6.250%
                  September 30, 2007                 6.250%
                  December 31, 2007                  6.250%
</TABLE>

         (b) Each payment of Term Borrowings pursuant to this Section 2.11 shall
be accompanied by accrued interest on the principal amount paid to but excluding
the date of payment.

         (c) To the extent not previously paid, all Term Loans shall be due and
payable on the Maturity Date, together with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of payment.

         (d) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

         SECTION 2.12. PREPAYMENT. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon at
least three Business Days' prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or
written or fax notice (or telephone notice promptly confirmed by written or fax
notice) at least one Business Day prior to the date of prepayment in the case of
ABR Loans, to the Administrative Agent before 11:00 a.m., New York City time;
provided, however, that each partial prepayment shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000.

         (b) Optional prepayments of Term Loans shall be applied pro rata
against the remaining scheduled installments of principal due in respect of the
Term Loans.

         (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All

<PAGE>   36


                                                                              35










prepayments under this Section 2.12 shall be subject to Section 2.16 but
otherwise without premium or penalty. All prepayments under this Section 2.12
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.

         SECTION 2.13. MANDATORY PREPAYMENTS. (a) In the event of any
termination of all the Revolving Credit Commitments, the Borrower shall, on the
date of such termination, repay or prepay all its outstanding Revolving Credit
Borrowings and replace all outstanding Letters of Credit and/or deposit an
amount equal to the L/C Exposure in cash in a cash collateral account
established with the Collateral Agent for the benefit of the Secured Parties. In
the event of any partial reduction of the Revolving Credit Commitments, then (i)
at or prior to the effective date of such reduction, the Administrative Agent
shall notify the Borrower and the Revolving Credit Lenders of the Aggregate
Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate
Revolving Credit Exposure would exceed the Total Revolving Credit Commitment
after giving effect to such reduction or termination, then the Borrower shall,
on the date of such reduction or termination, repay or prepay Revolving Credit
Borrowings and/or replace or cash collateralize outstanding Letters of Credit in
an amount sufficient to eliminate such excess. Upon the reduction of the L/C
Exposure on April 1, 2000 pursuant to Section 2.22(b), if and to the extent that
the L/C Exposure exceeds $50,000,000 on such date, the Borrower shall cash
collateralize outstanding Letters of Credit in an amount sufficient to eliminate
such excess.

         (b) Not later than the third Business Day following the completion of
any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received
with respect thereto to prepay outstanding Term Loans and/or permanently reduce
the Revolving Credit Commitments in accordance with Section 2.13(f).

         (c) Following the termination of all Term Loan Commitments (other than
any Incremental Term Loan Commitments) pursuant to Section 2.09, in the event
and on each occasion that an Equity Issuance occurs, if the Consolidated
Leverage Ratio as of the date of such Equity Issuance is greater than 5.00 to
1.00, the Borrower shall, substantially simultaneously with (and in any event
not later than the third Business Day next following) the occurrence of such
Equity Issuance, apply the lesser of (i) 50% of the Net Cash Proceeds therefrom
and (ii) the amount of such Net Cash Proceeds as shall be necessary to reduce
the Consolidated Leverage Ratio as of such date to 5.00 to 1.00, to prepay
outstanding Term Loans and/or permanently reduce the Revolving Credit
Commitments in accordance with Section 2.13(f).

         (d) No later than the earlier of (i) 90 days after the end of each
fiscal year of the Borrower, commencing with the fiscal year ending on December
31, 2000, and (ii) the date on which the finan cial statements with respect to
such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay
outstanding Term Loans and/or permanently reduce the Revolving Credit
Commitments in accordance with Section 2.13(f) in an aggregate principal amount
equal to 50% of Excess Cash Flow for the fiscal year then ended; provided,
however, that such prepayment and/or reduction shall only apply if the
Consolidated Leverage Ratio at the end of such year shall have been greater than
5.00 to 1.00.

         (e) In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the issuance or other disposition of
Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan
Party (other than Indebtedness for money borrowed permitted pursuant to Section
6.01), the Borrower shall, substantially simultaneously with (and in any event
not later than the third Business Day next following) the receipt of such Net
Cash Proceeds by such


<PAGE>   37


                                                                              36










Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash
Proceeds to prepay outstanding Term Loans and/or permanently reduce the
Revolving Credit Commitments in accordance with Section 2.13(f); provided,
however, that such prepayment and/or reduction shall only apply if the
Consolidated Leverage Ratio as of the date of such issuance or disposition is
greater than 5.00 to 1.00.

         (f) Amounts required to be used to prepay Term Loans and/or permanently
reduce the Revolving Credit Commitments under this Agreement shall (i) be
applied pro rata against the remaining scheduled installments of principal due
in respect of the Term Loans under Section 2.11(a) until all such principal
shall have been paid in full and (ii) thereafter, be applied to permanently
reduce the Revolving Credit Commitments and, if necessary, prepay Revolving
Loans and/or cash collateralize Letters of Credit to the extent the L/C Exposure
would exceed the Total Revolving Credit Commitment after giving effect to any
such reduction.

         (g) The Borrower shall deliver to the Administrative Agent, at the time
of each prepayment and/or reduction required under this Section 2.13, (i) a
certificate signed by a Financial Officer of the Borrower setting forth in
reasonable detail the calculation of the amount of such prepayment and/or
reduction and (ii) to the extent practicable, at least three days prior written
notice of such prepayment and/or reduction. Each notice of prepayment and/or
reduction shall specify the date therefor, the Type of each Loan, if any, being
prepaid and the principal amount of each Loan, if any, (or portion thereof) to
be prepaid. All prepayments of Borrowings under this Section 2.13 shall be
subject to Section 2.16, but shall otherwise be without premium or penalty.

         SECTION 2.14. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision of this Agreement, if any Change in Law
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by any Lender or such Issuing Bank (except any such reserve requirement
which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or
such Issuing Bank or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit
or participation therein, and the result of any of the foregoing shall be to
increase the cost to such Lender or such Issuing Bank of making or maintaining
any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining
any Letter of Credit or purchasing or maintaining a participation therein or to
reduce the amount of any sum received or receivable by such Lender or such
Issuing Bank hereunder (whether of principal, interest or otherwise) by an
amount deemed by such Lender or such Issuing Bank to be material, then the
Borrower will pay to such Lender or such Issuing Bank, as the case may be, upon
demand such additional amount or amounts as will compensate such Lender or
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.

         (b) If any Lender or Issuing Bank shall have determined that any Change
in Law regarding capital adequacy has or would have the effect of reducing the
rate of return on such Lender's or Issuing Bank's capital or on the capital of
such Lender's or Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made or participations in Letters of Credit
purchased by such Lender pursuant hereto or the Letters of Credit issued by such
Issuing Bank pursuant hereto to a level below that which such Lender or Issuing
Bank or such Lender's or Issuing Bank's holding company could have achieved but
for such Change in Law (taking into consideration such Lender's or Issuing
Bank's policies and the policies of such Lender's or Issuing Bank's holding
company with respect to capital adequacy) by an amount deemed by such Lender or
Issuing Bank to be material, then from time to time the Borrower shall pay to
such Lender or Issuing Bank, as the


<PAGE>   38


                                                                              37










case may be, such additional amount or amounts as will compensate such Lender or
Issuing Bank or such Lender's or Issuing Bank's holding company for any such
reduction suffered.

         (c) A certificate of a Lender or Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or Issuing Bank or its holding
company, as applicable, as specified in paragraph (a) or (b) above shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender or Issuing Bank the amount shown as due on any
such certificate delivered by it within 10 days after its receipt of the same.

         (d) Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or Issuing Bank's right to demand such compensation; provided that
the Borrower shall not be under any obligation to compensate any Lender or
Issuing Bank under paragraph (a) or (b) above with respect to increased costs or
reductions with respect to any period prior to the date that is 120 days prior
to such request if such Lender or Issuing Bank knew or could reasonably have
been expected to know of the circumstances giving rise to such increased costs
or reductions and of the fact that such circumstances would result in a claim
for increased compensation by reason of such increased costs or reductions;
provided further that the foregoing limitation shall not apply to any increased
costs or reductions arising out of the retroactive application of any Change in
Law within such 120-day period. The protection of this Section shall be
available to each Lender and Issuing Bank regardless of any possible contention
of the invalidity or inapplicability of the law, rule, regulation, agreement,
guideline or other change or condition that shall have occurred or been imposed.

         SECTION 2.15. CHANGE IN LEGALITY. (a) Notwithstanding any other
provision of this Agreement, if any Change in Law shall make it unlawful for any
Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:

                  (i) such Lender may declare that Eurodollar Loans will not
         thereafter (for the duration of such unlawfulness) be made by such
         Lender hereunder (or be continued for additional Interest Periods and
         ABR Loans will not thereafter (for such duration) be converted into
         Eurodollar Loans), whereupon any request for a Eurodollar Borrowing (or
         to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a
         Eurodollar Borrowing for an additional Interest Period) shall, as to
         such Lender only, be deemed a request for an ABR Loan (or a request to
         continue an ABR Loan as such or to convert a Eurodollar Loan into an
         ABR Loan, as the case may be), unless such declaration shall be
         subsequently withdrawn; and

                  (ii) such Lender may require that all outstanding Eurodollar
         Loans made by it be converted to ABR Loans, in which event all such
         Eurodollar Loans shall be automatically converted to ABR Loans as of
         the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.


<PAGE>   39


                                                                              38










         (b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

         SECTION 2.16. INDEMNITY. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Eurodollar Loan prior to the end of the Interest Period in effect therefor,
(ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of
the Interest Period with respect to any Eurodollar Loan, in each case other than
on the last day of the Interest Period in effect therefor, or (iii) any
Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be
made pursuant to a conversion or continuation under Section 2.10) not being made
after notice of such Loan shall have been given by the Borrower hereunder (any
of the events referred to in this clause (a) being called a "Breakage Event") or
(b) any default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event, such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurodollar Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth any amount or amounts which
such Lender is entitled to receive pursuant to this Section 2.16 shall be
delivered to the Borrower and shall be conclusive absent manifest error.

         SECTION 2.17. PRO RATA TREATMENT. Except as required under Section
2.15, each Borrowing of any Class, each payment or prepayment of principal of
any Borrowing of any Class, each payment of interest on the Loans of any Class,
each payment of the Commitment Fees, each reduction of the Commitments and each
conversion of any Borrowing to or continuation of any Borrowing as a Borrowing
of any Type shall be allocated pro rata among the Lenders in accordance with
their respective Commitments of such Class (or, if such Commitments shall have
expired or been terminated, or with respect to payments of principal of and
interest on the Term Loans, in accordance with the respective principal amounts
of their outstanding Loans of such Class). Each Lender agrees that in computing
such Lender's portion of any Borrowing to be made hereunder, the Administrative
Agent may, in its discretion, round each Lender's percentage of such Borrowing
to the next higher or lower whole dollar amount.

         SECTION 2.18. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans or L/C Disbursement as a result of which the unpaid principal
portion of its Loans and participations in L/C Disbursements shall be
proportionately less than the unpaid principal portion of the Loans and
participations in L/C Disbursements of any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in the
Loans and L/C Exposure of such other Lender, so that the aggregate unpaid
principal amount of the Loans and L/C Exposure and participations in Loans and
L/C Exposure held


<PAGE>   40


                                                                              39










by each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Loans and L/C Exposure then outstanding as the principal amount of
its Loans and L/C Exposure prior to such exercise of banker's lien, setoff or
counterclaim or other event was to the principal amount of all Loans and L/C
Exposure outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.18 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest. The
Borrower and Citadel expressly consent to the foregoing arrangements and agree
that any Lender holding a participation in a Loan or L/C Disbursement deemed to
have been so purchased may exercise any and all rights of banker's lien, setoff
or counterclaim with respect to any and all moneys owing by the Borrower and
Citadel to such Lender by reason thereof as fully as if such Lender had made a
Loan directly to the Borrower in the amount of such participation.

         SECTION 2.19. PAYMENTS. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not later
than 12:00 (noon), New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Each such payment
(other than Issuing Bank Fees, which shall be paid directly to the applicable
Issuing Bank,) shall be made to the Administrative Agent at its offices at
Eleven Madison Avenue, New York, New York 10010.

         (b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

         SECTION 2.20. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower or any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or such Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower or such Loan Party shall make such
deductions and (iii) the Borrower or such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

         (c) The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any Loan Party hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were


<PAGE>   41


                                                                              40










correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its behalf or on behalf
of a Lender, shall be conclusive absent manifest error.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Loan Party to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

         SECTION 2.21. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES;
DUTY TO MITIGATE. (a) In the event (i) any Lender or Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower
is required to pay any additional amount to any Lender or Issuing Bank or any
Governmental Authority on account of any Lender or Issuing Bank pursuant to
Section 2.20, the Borrower may, at its sole expense and effort (including with
respect to the processing and recordation fee referred to in Section 9.04(b)),
upon notice to such Lender or Issuing Bank and the Administrative Agent, require
such Lender or Issuing Bank to transfer and assign, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all
of its interests, rights and obligations under this Agreement to an assignee
that shall assume such assigned obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (x) such assignment
shall not conflict with any law, rule or regulation or order of any court or
other Governmental Authority having jurisdiction, (y) the Borrower shall have
received the prior written consent of the Administrative Agent (and, if a
Revolving Credit Commitment is being assigned, of the Issuing Banks), which
consent shall not unreasonably be withheld, and (z) the Borrower or such
assignee shall have paid to the affected Lender or Issuing Bank in immediately
available funds an amount equal to the sum of the principal of and interest
accrued to the date of such payment on the outstanding Loans or L/C
Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and
other amounts accrued for the account of such Lender or Issuing Bank hereunder
(including any amounts under Section 2.14 and Section 2.16); provided further
that, if prior to any such transfer and assignment the circumstances or event
that resulted in such Lender's or Issuing Bank's claim for compensation under
Section 2.14 or notice under Section 2.15 or the amounts paid pursuant to
Section 2.20, as the case may be, cease to cause such Lender or Issuing Bank to
suffer increased costs or reductions in amounts received or receivable or
reduction in return on capital, or cease to have the consequences specified in
Section 2.15, or cease to result in amounts being payable under Section 2.20, as
the case may be (including as a result of any action taken by such Lender or
Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank
shall waive its right to claim further compensation under Section 2.14 in
respect of such circumstances or event or shall withdraw its notice under
Section 2.15 or shall waive its right to further payments under Section 2.20 in
respect of such circumstances or event, as the case may be,


<PAGE>   42


                                                                              41










then such Lender or Issuing Bank shall not thereafter be required to make any
such transfer and assignment hereunder.

         (b) If (i) any Lender or Issuing Bank shall request compensation under
Section 2.14, (ii) any Lender or Issuing Bank delivers a notice described in
Section 2.15 or (iii) the Borrower is required to pay any additional amount to
any Lender or Issuing Bank or any Governmental Authority on account of any
Lender or Issuing Bank, pursuant to Section 2.20, then such Lender or Issuing
Bank shall use reasonable efforts (which shall not require such Lender or
Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or
otherwise take any action inconsistent with its internal policies or legal or
regulatory restrictions or suffer any disadvantage or burden deemed by it to be
significant) (x) to file any certificate or document reasonably requested in
writing by the Borrower or (y) to assign its rights and delegate and transfer
its obligations hereunder to another of its offices, branches or affiliates, if
such filing or assignment would reduce its claims for compensation under Section
2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would
reduce amounts payable pursuant to Section 2.20, as the case may be, in the
future. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender or Issuing Bank in connection with any such filing or
assignment, delegation and transfer.

         SECTION 2.22. LETTERS OF CREDIT. (a) General. The Borrower may request
the issuance of a Letter of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank, at any
time and from time to time while the Revolving Credit Commitments remain in
effect. This Section shall not be construed to impose an obligation upon any
Issuing Bank to issue any Letter of Credit that is inconsistent with the terms
and conditions of this Agreement.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Borrower shall hand deliver
or fax to the applicable Issuing Bank and the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, the date of issuance, amendment,
renewal or extension, the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) below), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare such Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if, and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that, after giving effect to such issuance,
amendment, renewal or extension (i) the L/C Exposure shall not exceed
$75,000,000 prior to and including March 31, 2000, or exceed $50,000,000
thereafter and (ii) the Aggregate Revolving Credit Exposure shall not exceed the
Total Revolving Credit Commitment.

         (c) Expiration Date. Each Letter of Credit shall expire at the close of
business on the earlier of the date one year after the date of the issuance of
such Letter of Credit and the date that is five Business Days prior to the
Maturity Date, unless such Letter of Credit expires by its terms on an earlier
date.

         (d) Participations. By the issuance of a Letter of Credit and without
any further action on the part of the applicable Issuing Bank or the Lenders,
the applicable Issuing Bank hereby grants to each Revolving Credit Lender, and
each Revolving Credit Lender hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Revolving Credit Lender's
Pro Rata


<PAGE>   43


                                                                              42










Percentage of the aggregate amount available to be drawn under such Letter of
Credit, effective upon the issuance of such Letter of Credit. In addition, the
applicable Issuing Bank hereby grants to each Revolving Credit Lender, and each
Revolving Credit Lender hereby acquires from such Issuing Bank, a participation
in each Existing Letter of Credit equal to such Revolving Credit Lender's Pro
Rata Percentage of the aggregate amount available to be drawn under such
Existing Letter of Credit, effective on the Closing Date. In consideration and
in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the applicable Issuing Bank, such Lender's Pro Rata Percentage of each L/C
Disbursement made by such Issuing Bank and not reimbursed by the Borrower (or,
if applicable, another party pursuant to its obligations under any other Loan
Document) forthwith on the date due as provided in Section 2.02(f). Each
Revolving Credit Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of
Default, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

         (e) Reimbursement. If an Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent an amount equal to such L/C Disbursement not later than two hours after
the Borrower shall have received notice from such Issuing Bank that payment of
such draft will be made, or, if the Borrower shall have received such notice
later than 10:00 a.m., New York City time, on any Business Day, not later than
10:00 a.m., New York City time, on the immediately following Business Day.

         (f) Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

                  (i) any lack of validity or enforceability of any Letter of
         Credit or any Loan Document, or any term or provision therein;

                  (ii) any amendment or waiver of or any consent to departure
         from all or any of the provisions of any Letter of Credit or any Loan
         Document;

                  (iii) the existence of any claim, setoff, defense or other
         right that the Borrower, any other party guaranteeing, or otherwise
         obligated with, the Borrower, any Subsidiary or other Affiliate thereof
         or any other person may at any time have against the beneficiary under
         any Letter of Credit, any Issuing Bank, the Administrative Agent or any
         Lender or any other person, whether in connection with this Agreement,
         any other Loan Document or any other related or unrelated agreement or
         transaction;

                  (iv) any draft or other document presented under a Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                  (v) payment by the applicable Issuing Bank under a Letter of
         Credit against presentation of a draft or other document that does not
         comply with the terms of such Letter of Credit; and



<PAGE>   44


                                                                              43










                  (vi) any other act or omission to act or delay of any kind of
         any Issuing Bank, the Lenders, the Administrative Agent or any other
         person or any other event or circumstance whatsoever, whether or not
         similar to any of the foregoing, that might, but for the provisions of
         this Section, constitute a legal or equitable discharge of the
         Borrower's obligations hereunder.

         Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of any Issuing Bank. However, the
foregoing shall not be construed to excuse any Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Bank's gross negligence or wilful misconduct whether in determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof or otherwise; it is understood that each Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of
Credit (i) an Issuing Bank's exclusive reliance on the documents presented to it
under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute wilful misconduct or gross negligence of
an Issuing Bank.

         (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
as promptly as possible give telephonic notification, confirmed by fax, to the
Administrative Agent and the Borrower of such demand for payment and whether
such Issuing Bank has made or will make an L/C Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Bank and the Revolving
Credit Lenders with respect to any such L/C Disbursement. The Administrative
Agent shall promptly give each Revolving Credit Lender notice thereof.

         (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of such Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment by the Borrower or the date on which interest shall commence to
accrue thereon as provided in Section 2.02(f), at the rate per annum that would
apply to such amount if such amount were an ABR Revolving Loan.

         (i) Resignation or Removal of an Issuing Bank. An Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower, and may be removed at any
time by the Borrower by notice to the Issuing Bank, the Administrative Agent and
the Lenders. Subject to the next succeeding paragraph, upon the acceptance of
any


<PAGE>   45


                                                                              44










appointment as an Issuing Bank hereunder by a Lender that shall agree to serve
as successor Issuing Bank, such successor shall succeed to and become vested
with all the interests, rights and obligations of the retiring Issuing Bank and
the retiring Issuing Bank shall be discharged from its obligations to issue
additional Letters of Credit hereunder. At the time such removal or resignation
shall become effective, the Borrower shall pay all accrued and unpaid fees
pursuant to Section 2.05(c)(ii). The acceptance of any appointment as an Issuing
Bank hereunder by a successor Lender shall be evidenced by an agreement entered
into by such successor, in a form satisfactory to the Borrower and the
Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor Lender shall have all the rights and obligations of the
previous Issuing Bank under this Agreement and the other Loan Documents and (ii)
references herein and in the other Loan Documents to the term "Issuing Bank"
shall be deemed to refer to such successor or to any previous Issuing Bank, or
to such successor and all previous Issuing Banks, as the context shall require.
After the resignation or removal of an Issuing Bank hereunder, the retiring
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

         (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) thereof and of the amount
to be deposited, deposit in an account with the Collateral Agent, for the
benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C
Exposure as of such date. Such deposit shall be held by the Collateral Agent as
collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Collateral Agent, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall (i) automatically be
applied by the Administrative Agent to reimburse the Issuing Banks for L/C
Disbursements for which they have not been reimbursed, (ii) be held for the
satisfaction of the reimbursement obligations of the Borrower for the L/C
Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

         (k) Additional Issuing Banks. The Borrower may, at any time and from
time to time with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and such Lender, designate one or more additional
Lenders to act as an issuing bank under the terms of the Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed to
be an "Issuing Bank" (in addition to being a Lender) in respect of Letters of
Credit issued or to be issued by such Lender, and, with respect to such Letters
of Credit, such term shall thereafter apply to the other Issuing Banks and such
Lender.



<PAGE>   46


                                                                              45










         SECTION 2.23. INCREASE IN REVOLVING CREDIT COMMITMENTS. (a) The
Borrower may, by written notice to the Administrative Agent from time to time,
request that the Total Revolving Credit Commitment be increased by an amount not
to exceed the Incremental Revolving Facility Amount at such time. Upon the
approval of such request by the Administrative Agent, the Administrative Agent
shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall
set forth the amount of the requested increase in the Total Revolving Credit
Commitment (which shall be in minimum increments of $5,000,000 and a minimum
amount of $20,000,000 or equal to the remaining Incremental Revolving Facility
Amount) and the date on which such increase is requested to become effective
(which shall be not less than 10 Business Days nor more than 60 days after the
date of such notice and which, in any event, must be on or prior to the
Incremental Facility Cutoff Date), and shall offer each Revolving Credit Lender
the opportunity to increase its Revolving Credit Commitment by its Pro Rata
Percentage of the proposed increased amount. Each Revolving Credit Lender shall,
by notice to the Borrower and the Administrative Agent given not more than 10
days after the date of the Administrative Agent's notice, either agree to
increase its Revolving Credit Commitment by all or a portion of the offered
amount (each Revolving Credit Lender so agreeing being an "Increasing Revolving
Lender") or decline to increase its Revolving Credit Commitment (and any
Revolving Credit Lender that does not deliver such a notice within such period
of 10 days shall be deemed to have declined to increase its Revolving Credit
Commitment) (each Revolving Credit Lender so declining or being deemed to have
declined being a "Non-Increasing Revolving Lender"). In the event that, on the
10th day after the Administrative Agent shall have delivered a notice pursuant
to the second sentence of this paragraph, the Revolving Credit Lenders shall
have agreed pursuant to the preceding sentence to increase their Revolving
Credit Commitments by an aggregate amount less than the increase in the Total
Revolving Credit Commitment requested by the Borrower, the Borrower may arrange
for one or more banks or other financial institutions (any such bank or other
financial institution referred to in this clause (a) being called an "Augmenting
Revolving Lender"), which may include any Revolving Credit Lender, to extend
Revolving Credit Commitments or increase their existing Revolving Credit
Commitments in an aggregate amount equal to the unsubscribed amount; provided
that each Augmenting Revolving Lender, if not already a Revolving Credit Lender
hereunder, shall be subject to the approval of the Administrative Agent and the
Issuing Banks (which approvals shall not be unreasonably withheld) and the
Borrower and each Augmenting Revolving Lender shall execute all such
documentation as the Administrative Agent shall reasonably specify to evidence
its Revolving Credit Commitment and/or its status as a Revolving Credit Lender
hereunder. Any increase in the Total Revolving Credit Commitment may be made in
an amount which is less than the increase requested by the Borrower if the
Borrower is unable to arrange for, or chooses not to arrange for, Augmenting
Revolving Lenders.

         (b) On the effective date (the "Increase Effective Date") of any
increase in the Total Revolving Credit Commitment pursuant to this Section 2.23
(the "Commitment Increase"), (i) the aggregate principal amount of the Revolving
Loans outstanding (the "Initial Loans") immediately prior to giving effect to
the Commitment Increase on the Increase Effective Date shall be deemed to be
paid, (ii) each Increasing Revolving Lender and each Augmenting Revolving Lender
that shall have been a Revolving Credit Lender prior to the Commitment Increase
shall pay to the Administrative Agent in same day funds an amount equal to the
difference between (A) the product of (1) such Revolving Credit Lender's Pro
Rata Percentage (calculated after giving effect to the Commitment Increase)
multiplied by (2) the amount of the Subsequent Revolving Borrowings (as
hereinafter defined) and (B) the product of (1) such Revolving Credit Lender's
Pro Rata Percentage (calculated without giving effect to the Commitment
Increase) multiplied by (2) the amount of the Initial Loans, (iii) each
Augmenting Revolving Lender that shall not have been a Revolving Credit Lender
prior to the Commitment Increase shall pay to Administrative Agent in same day
funds an


<PAGE>   47


                                                                              46










amount equal to the product of (1) such Augmenting Revolving Lender's Pro Rata
Percentage (calculated after giving effect to the Commitment Increase)
multiplied by (2) the amount of the Subsequent Revolving Borrowings, (iv) after
the Administrative Agent receives the funds specified in clauses (ii) and (iii)
above, the Administrative Agent shall pay to each Non-Increasing Revolving
Lender the portion of such funds that is equal to the difference between (A) the
product of (1) such Non-Increasing Revolving Lender's Pro Rata Percentage
(calculated without giving effect to the Commitment Increase) multiplied by (2)
the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing
Revolving Lender's Pro Rata Percentage (calculated after giving effect to the
Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving
Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower
shall be deemed to have made new Revolving Credit Borrowings (the "Subsequent
Revolving Borrowings") in an aggregate principal amount equal to the aggregate
principal amount of the Initial Loans and of the Types and for the Interest
Periods specified in a Borrowing Request delivered to the Administrative Agent
in accordance with Section 2.03, (vi) each Non-Increasing Revolving Lender, each
Increasing Revolving Lender and each Augmenting Revolving Lender shall be deemed
to hold its Pro Rata Percentage of each Subsequent Revolving Borrowing (each
calculated after giving effect to the Commitment Increase) and (vii) the
Borrower shall pay each Increasing Revolving Lender and each Non-Increasing
Revolving Lender any and all accrued but unpaid interest on the Initial Loans.
The deemed payments made pursuant to clause (i) above in respect of each
Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to
the provisions of Section 2.16 if the Increase Effective Date occurs other than
on the last day of the Interest Period relating thereto.

         (c) Notwithstanding the foregoing, no increase in the Total Revolving
Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit
Lender) or addition of a new Revolving Credit Lender shall become effective
under this Section 2.23 unless, (i) on the date of such increase, the conditions
set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated such
date and executed by a Financial Officer of the Borrower, and (ii) the
Administrative Agent shall have received (with sufficient copies for each of the
Revolving Credit Lenders) documents consistent with those delivered on the
Effective Date under clauses (a) and (c) of Section 4.02 as to the corporate
power and authority of the Borrower to borrow hereunder after giving effect to
such increase.

         SECTION 2.24. INCREASE IN TERM LOAN COMMITMENTS. (a) The Borrower may,
by written notice to the Administrative Agent, request Incremental Term Loan
Commitments in an amount not to exceed the Incremental Term Loan Amount. Upon
the approval of such request by the Administrative Agent, the Administrative
Agent shall deliver a copy thereof to each Term Lender. Such notice shall set
forth the amount of the Incremental Term Loan Commitments being requested (which
shall be in minimum increments of $5,000,000 and a minimum amount of $20,000,000
or equal to the remaining Incremental Term Loan Amount) and the date on which
such Incremental Term Loan Commitments are requested to become effective (which
shall not be less than 10 Business Days nor more than 60 days after the date of
such notice), and shall offer each Term Lender the opportunity to make an
Incremental Term Loan Commitment in an amount equal to its Pro Rata Term
Percentage (without giving effect to the proposed Incremental Term Loan
Commitments) of the proposed Incremental Term Loan Commitments. Each Term Lender
shall, by notice to the Borrower and the Administrative Agent given not more
than 10 days after the date of the Administrative Agent's notice, either agree
to accept an Incremental Term Loan Commitment in an amount equal to all or a
portion of the offered amount or decline to accept an Incremental Term Loan
Commitment (and any Lender that does not deliver such a notice within such
period of 10 days shall be deemed to have declined to increase its Term Loan
Commitment). In the event that, on the 10th


<PAGE>   48


                                                                              47










day after the Administrative Agent shall have delivered a notice pursuant to the
second sentence of this paragraph, the Term Lenders shall have agreed pursuant
to the preceding sentence to accept Incremental Term Loan Commitments by an
aggregate amount less than the Incremental Term Loan Commitment requested by the
Borrower, the Borrower may arrange for one or more banks or other financial
institutions (any such bank or other financial institution referred to in this
clause (a) being called an "Augmenting Term Lender"), which may include any Term
Lender, to extend Incremental Term Loan Commitments in an aggregate amount equal
to the unsubscribed amount; provided that each Augmenting Term Lender, if not
already a Term Lender hereunder, shall be subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld). Any
Incremental Term Loan Commitment may be made in an amount which is less than the
increase requested by the Borrower if the Borrower is unable to arrange for, or
chooses not to arrange for, Augmenting Term Lenders.

         (b) The Borrower and each Incremental Term Lender shall execute and
deliver to the Administrative Agent an Incremental Term Loan Assumption
Agreement and such other documentation as the Administrative Agent shall
reasonably specify to evidence its Incremental Term Loan Commitment and/or its
status as a Term Lender hereunder. The Administrative Agent shall promptly
notify each Lender as to the effectiveness of each Incremental Term Loan
Assumption Agreement. Each of the parties hereto hereby agrees that, upon the
effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement
shall be deemed amended to the extent (but only to the extent) necessary to
reflect the existence and terms of the Incremental Term Loan Commitment
evidenced thereby.

         (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment
shall become effective under this Section 2.24 unless (i) on the date of such
effectiveness, the conditions set forth in paragraphs (b) and (c) of Section
4.01 shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a Financial Officer
of the Borrower, and (ii) the Administrative Agent shall have received (with
sufficient copies for each of the Incremental Term Lenders) documents consistent
with those delivered on the Effective Date under clauses (a) and (c) of Section
4.02 as to the corporate power and authority of the Borrower to borrow hereunder
after giving effect to such Incremental Term Loan Commitment.

         (d) Each of the parties hereto hereby agrees that the Administrative
Agent may take any and all action as may be reasonably necessary to ensure that
all Incremental Term Loans, when originally made, are included in each Borrowing
of outstanding Term Loans on a pro rata basis. This may be accomplished at the
discretion of the Administrative Agent by requiring each outstanding Eurodollar
Term Borrowing to be converted into an ABR Term Borrowing on the date of each
Incremental Term Loan, or by allocating a portion of each Incremental Term Loan
to each outstanding Eurodollar Term Borrowing on a pro rata basis, even though
as a result thereof such Incremental Term Loan may effectively have a shorter
Interest Period than the Term Loans included in the Borrowing of which they are
a part (and notwithstanding any other provision of this Agreement that would
prohibit such an initial Interest Period). Any conversion of Eurodollar Term
Loans to ABR Term Loans required by the preceding sentence shall be subject to
Section 2.16. If any Incremental Term Loan is to be allocated to an existing
Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07,
the interest rate applicable to such Incremental Term Loan for the remainder of
such Interest Period shall equal the Adjusted LIBO Rate for a period
approximately equal to the remainder of such Interest Period (as determined by
the Administrative Agent two Business Days before the date such Incremental Term
Loan is made) plus the Applicable Percentage.



<PAGE>   49


                                                                              48










         SECTION 2.25. EXTENSION OF MATURITY DATE. If on March 31, 2007, (a) the
conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be
satisfied and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a Financial Officer of the Borrower, and
(b) the 1997 Senior Subordinated Notes shall have been paid in full, then the
Maturity Date shall automatically be extended to December 31, 2007. The
Administrative Agent shall promptly notify each Lender of any such extensions of
the Maturity Date and will deliver to each Lender a copy of the certificate
referred to in the preceding sentence.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Each of Citadel and the Borrower represents and warrants to the
Administrative Agent, the Collateral Agent, the Issuing Banks and each of the
Lenders that:

         SECTION 3.01. ORGANIZATION; POWERS. Each of Citadel, the Borrower and
each of the Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its
business as now conducted and as proposed to be conducted, (c) is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required, except where the failure so to qualify could not
reasonably be expected to result in a Material Adverse Effect and (d) has the
power and authority to execute, deliver and perform its obligations under each
of the Loan Documents and each other agreement or instrument contemplated hereby
to which it is or will be a party and, in the case of the Borrower, to borrow
hereunder.

         SECTION 3.02. AUTHORIZATION. The execution, delivery and performance by
each Loan Party of the Acquisition Agreements and each of the Loan Documents and
the consummation of the transactions contemplated by the Acquisition Agreements
and the Loan Documents (including, in the case of the Borrower, the borrowings
hereunder) (collectively, the "Transactions") (a) have been duly authorized by
all requisite corporate and, if required, stockholder action and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Citadel, the Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or other
instrument to which Citadel, the Borrower or any Subsidiary is a party or by
which any of them or any of their property is or may be bound, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under, or give rise to any right to accelerate
or to require the prepayment, repurchase or redemption of any obligation under
any such indenture, agreement or other instrument or (iii) result in the
creation or imposition of any Lien upon or with respect to any property or
assets now owned or hereafter acquired by Citadel, the Borrower or any
Subsidiary (other than any Lien created hereunder or under the Security
Documents).

         SECTION 3.03. ENFORCEABILITY. This Agreement has been duly executed and
delivered by Citadel and the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Loan Party party thereto will
constitute, a legal, valid and binding obligation of such Loan Party enforceable
against such Loan Party in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors' rights
generally and general equitable principles.



<PAGE>   50


                                                                              49










         SECTION 3.04. GOVERNMENTAL APPROVALS. Except as set forth on Schedule
3.04, no action, consent or approval of, registration or filing with or any
other action by any Governmental Authority is or will be required in connection
with the Transactions, except for (a) the filing of Uniform Commercial Code
financing statements and filings with the United States Patent and Trademark
Office and the United States Copyright Office, (b) recordation of the Mortgages
and (c) such as have been made or obtained and are in full force and effect.

         SECTION 3.05. FINANCIAL STATEMENTS. (a) The Borrower has delivered to
the Lenders its consolidated balance sheets and statements of income,
stockholder's equity and cash flows (i) as of and for the fiscal year ended
December 31, 1998, audited by and accompanied by the opinion of KPMG Peat
Marwick, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended September 30, 1999, certified
by its chief financial officer. Such financial statements present fairly in all
material respects the financial condition and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods. Such balance sheets and the notes thereto disclose all material
liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries as of the dates thereof. Such financial statements were prepared in
accordance with GAAP.

         (b) The Borrower has delivered to the Lenders its unaudited pro forma
consolidated balance sheet as of September 30, 1999, prepared giving effect to
the Caribou Acquisition, the BPH Acquisition, the Liggett Acquisition and the
Borrowings contemplated in connection with such acquisitions, as if they had
occurred on such date. Such pro forma balance sheet has been prepared in good
faith by the Borrower based on the assumptions used to prepare the pro forma
financial information contained in the Confidential Information Memorandum
(which assumptions are believed in good faith by the Borrower on the Closing
Date to be reasonable), is based on the best information available to the
Borrower as of the Closing Date, accurately reflects all adjustments required to
be made to give effect to the Caribou Acquisition, the BPH Acquisition, the
Liggett Acquisition and the Borrowings contemplated in connection with such
acquisitions, and presents fairly in all material respects on a pro forma basis
the estimated consolidated financial position of the Borrower and its
consolidated Subsidiaries as of such date, assuming that the Caribou
Acquisition, the BPH Acquisition, the Liggett Acquisition and the Borrowings
contemplated in connection with such acquisitions, had actually occurred at such
date.

         SECTION 3.06. NO MATERIAL ADVERSE CHANGE. There has been no material
adverse change in the business, assets, operations, prospects, condition,
financial or otherwise, or material agreements of Citadel, the Borrower and the
Subsidiaries, taken as a whole, since December 31, 1998.

         SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES. (a) Each of
Citadel, the Borrower and the Subsidiaries has good and marketable title to, or
valid leasehold interests in, all its material properties and assets (including
all Mortgaged Properties), except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties and assets for their intended purposes. All such
material properties and assets are free and clear of Liens, other than Liens
expressly permitted by Section 6.02.

         (b) Each of Citadel, the Borrower and the Subsidiaries has complied in
all material respects with all obligations under all material leases to which it
is a party and all such leases are in full force and effect. Each of Citadel,
the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession
under all such material leases.


<PAGE>   51


                                                                              50










         (c) Except as set forth on Schedule 3.07(c), neither Citadel nor the
Borrower has received any notice of, nor has any knowledge of, any pending or
contemplated condemnation proceeding affecting the Mortgaged Properties or any
sale or disposition thereof in lieu of condemnation.

         (d) None of Citadel, the Borrower or any of the Subsidiaries is
obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Properties or any interest
therein.

         SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth as of the Closing
Date a list of all Subsidiaries and the percentage ownership interest of Citadel
or the Borrower therein. The shares of capital stock or other ownership
interests so indicated on Schedule 3.08 are fully paid and non-assessable and
are owned by Citadel or the Borrower, directly or indirectly, free and clear of
all Liens (other than Liens created under the Security Documents).

         SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS. (a) Except as set forth
on Schedule 3.09, there are not any actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to the
knowledge of Citadel or the Borrower, threatened against or affecting Citadel or
the Borrower or any Subsidiary or any business, property or rights of any such
person (i) that involve any Loan Document or the Transactions or (ii) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

         (b) The Borrower has duly and timely filed all reports and other
filings which are required to be filed under the Communications Act or any other
applicable law, rule or regulation of any Governmental Authority, the non-filing
of which could reasonably be expected to have a Material Adverse Effect. All
information provided by or on behalf of the Borrower in any material filing with
the FCC was, at the time of filing, true, complete and correct in all material
respects when made, and the FCC has been notified of any substantial or
significant changes in such information as may be required in accordance with
applicable laws, rules and regulations.

         (c) None of Citadel, the Borrower or any of the Subsidiaries or any of
their respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation (including the Communications
Act), or is in default with respect to any judgment, writ, injunction, decree or
order of any Governmental Authority, where such violation or default could
reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.10. AGREEMENTS AND LICENSES. (a) None of Citadel, the
Borrower or any of the Subsidiaries is a party to any agreement or instrument or
subject to any corporate restriction that has resulted or could reasonably be
expected to result in a Material Adverse Effect.

         (b) Schedule 3.10(b) sets forth as of the Closing Date all FCC Licenses
which have been issued or assigned to CLI and which are being used by the
Borrower, and all such FCC Licenses are in full force and effect, except where
the failure to be so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

         (c) None of Citadel, the Borrower or any of the Subsidiaries has
breached, or is in default in any manner under, any provision of any indenture
or other agreement or instrument evidencing Indebtedness, or any other material
agreement or instrument or License (including under any LMA


<PAGE>   52


                                                                              51










Agreement, JS Agreement, Operating Agreement or FCC License, where such breach
or default could reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.11. FEDERAL RESERVE REGULATIONS. (a) None of Citadel, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.

         (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation T, U
or X.

         SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. None of Citadel, the Borrower or any Subsidiary is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

         SECTION 3.13. USE OF PROCEEDS. The Borrower will use the proceeds of
the Loans and will request the issuance of Letters of Credit only for the
purposes specified in the preamble to this Agreement.

         SECTION 3.14. TAX RETURNS. Each of Citadel, the Borrower and the
Subsidiaries has filed or caused to be filed all Federal, state, local and
foreign tax returns or materials required to have been filed by it and has paid
or caused to be paid all taxes due and payable by it and all assessments
received by it, except taxes that are being contested in good faith by
appropriate proceedings and for which Citadel, the Borrower or such Subsidiary,
as applicable, shall have set aside on its books adequate reserves.

         SECTION 3.15. NO MATERIAL MISSTATEMENTS. None of (a) the Confidential
Information Memorandum or (b) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of Citadel or the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading.

         SECTION 3.16. EMPLOYEE BENEFIT PLANS. Each of the Borrower and its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of the Borrower or
any of its ERISA Affiliates. As of the Closing Date, the Borrower and each of
its ERISA Affiliates do not have any Plans or Multiemployer Plans that are
"defined benefit plans" within the meaning of ERISA.

         SECTION 3.17. ENVIRONMENTAL MATTERS. Except as set forth in
Schedule 3.17:

         (a) The properties owned, leased or operated by the Borrower and the
Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise


<PAGE>   53


                                                                              52










to liability under, Environmental Laws, which violations, Remedial Actions and
liabilities, in the aggregate, could reasonably be expected to result in a
Material Adverse Effect;

         (b) The Properties and all operations of the Borrower and the
Subsidiaries are in compliance, and in the last six years have been in
compliance, with all Environmental Laws and all necessary Environmental Permits
have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary permits, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect,
provided that the representations in this paragraph (b) shall be limited to the
Borrower's knowledge with respect to the time periods during the last six years
during which the Borrower did not own the Properties;

         (c) There have been no Releases or threatened Releases at, from, under
or, to the Borrower's knowledge, proximate to the Properties or otherwise in
connection with the operations of the Borrower or the Subsidiaries, which
Releases or threatened Releases, in the aggregate, could reasonably be expected
to result in a Material Adverse Effect;

         (d) None of Citadel, the Borrower or any of the Subsidiaries has
received any notice of an Environmental Claim in connection with the Properties
or the properties formerly owned, leased or operated by the Borrower and the
Subsidiaries (the "Former Properties") or the current or former operations of
the Borrower or the Subsidiaries or with regard to any person whose liabilities
for environmental matters Citadel, the Borrower or the Subsidiaries has retained
or assumed, in whole or in part, contractually, by operation of law or
otherwise, which, in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, nor do Citadel, the Borrower or the Subsidiaries have
reason to believe that any such notice will be received or is being threatened;
and

         (e) Hazardous Materials have not been transported from the Properties
or Former Properties, nor have Hazardous Materials been generated, treated,
stored or disposed of at, on or under any of the Properties or Former Properties
in a manner that could give rise to liability under any Environmental Law, nor
have the Borrower or the Subsidiaries retained or assumed any liability,
contractually, by operation of law or otherwise, with respect to the generation,
treatment, storage or disposal of Hazardous Materials, which transportation,
generation, treatment, storage or disposal, or retained or assumed liabilities,
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

         SECTION 3.18. INSURANCE. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the date hereof and the Closing Date. As of
each such date, such insurance is in full force and effect and all premiums have
been duly paid. The Borrower and its Subsidiaries have insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.

         SECTION 3.19. SECURITY DOCUMENTS. (a) The Pledge Agreement is effective
to create in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when the Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgors thereunder in such Collateral, in each case prior and
superior in right to any other person.

         (b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral


<PAGE>   54


                                                                              53










(as defined in the Security Agreement) and, when financing statements in
appropriate form are filed in the offices specified on Schedule 6 to the
Perfection Certificate, the Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral (other than the Intellectual
Property, as defined in the Security Agreement), in each case prior and superior
in right to any other person, other than with respect to Liens expressly
permitted by Section 6.02.

         (c) When the Security Agreement is filed in the United States Patent
and Trademark Office and the United States Copyright Office, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in the Intellectual
Property (as defined in the Security Agreement), in each case prior and superior
in right to any other person (it being understood that subsequent recordings in
the United States Patent and Trademark Office and the United States Copyright
Office may be necessary to perfect a lien on registered trademarks, trademark
applications and copyrights acquired by the grantors after the date hereof).

         (d) The Mortgages are effective to create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the Borrower's right, title and interest in and to
the Mortgaged Properties thereunder and the proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Borrower in such Mortgaged Properties and the proceeds
thereof, in each case prior and superior in right to any other person, other
than with respect to the rights of persons pursuant to Liens expressly permitted
by Section 6.02.

         SECTION 3.20. LOCATION OF REAL PROPERTY AND LEASED PREMISES. (a)
Schedule 3.20(a) lists completely and correctly as of the Closing Date all real
property owned by the Borrower and the Subsidiaries and the addresses thereof.
The Borrower and the Subsidiaries own in fee all the real property set forth on
Schedule 3.20(a).

         (b) Schedule 3.20(b) lists completely and correctly as of the Closing
Date all real property material to the business of the Borrower and leased by
the Borrower or the Subsidiaries and the addresses thereof. The Borrower and the
Subsidiaries have valid leases in all the real property set forth on Schedule
3.20(b).

         SECTION 3.21. LABOR MATTERS. As of the date hereof and the Closing
Date, there are no strikes, lockouts or slowdowns against Citadel, the Borrower
or any Subsidiary pending or, to the knowledge of Citadel or the Borrower,
threatened. The hours worked by and payments made to employees of Citadel, the
Borrower and the Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters. All payments due from Citadel, the Borrower or any
Subsidiary, or for which any claim may be made against Citadel, the Borrower or
any Subsidiary, on account of wages and employee health and welfare insurance
and other benefits, have been paid or accrued as a liability on the books of
Citadel, the Borrower or such Subsidiary. The consummation of the Transactions
will not give rise to any right of termination or right of renegotiation on the
part of any union under any collective bargaining agreement to which Citadel,
the Borrower or any Subsidiary is bound.

         SECTION 3.22. SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to


<PAGE>   55


                                                                              54










the application of the proceeds of each Loan, (a) the fair value of the assets
of each of Citadel and the Borrower, at a fair valuation, will exceed its debts
and liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of each of Citadel and the Borrower will be
greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (c) each of Citadel and
the Borrower will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each of Citadel and the Borrower will not have unreasonably
small capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.

         SECTION 3.23. YEAR 2000. All disclosures contained in Citadel's Form
10-Q filed on November 12, 1999 under the caption "Year 2000 Matters" do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in the light of the circumstances under which such statements were
made, and such statements continue to be true and correct as of the Closing Date
(except to the extent that any additional compliance or remediation has occurred
since such filing).

         SECTION 3.24. RANKING. The Obligations constitute "Specified Senior
Debt" under and as defined in each Indenture.


                                   ARTICLE IV

                              Conditions of Lending

         The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

         SECTION 4.01. ALL CREDIT EVENTS. On the date of each Borrowing,
including on the date of each issuance, amendment, extension or renewal of a
Letter of Credit (each such event being called a "Credit Event"):

         (a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 (or such notice shall have been deemed
given in accordance with Section 2.03) or, in the case of the issuance,
amendment, extension or renewal of a Letter of Credit, the applicable Issuing
Bank and the Administrative Agent shall have received a notice requesting the
issuance, amendment, extension or renewal of such Letter of Credit as required
by Section 2.22(b).

         (b) The representations and warranties set forth in Article III hereof
and in each other Loan Document shall be true and correct in all material
respects on and as of the date of such Credit Event with the same effect as
though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date.

         (c) At the time of and immediately after such Credit Event, no Event of
Default or Default shall have occurred and be continuing.



<PAGE>   56


                                                                              55










         Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower and Citadel on the date of such Credit Event as to the
matters specified in paragraphs (b) and (c) of this Section 4.01.

         SECTION 4.02. FIRST CREDIT EVENT.  On the Closing Date:

                  (a) The Administrative Agent shall have received, on behalf of
         itself, the Lenders and the Issuing Banks, a favorable written opinion
         of each of Eckert Seamans Cherin & Mellott, LLC, special counsel for
         Citadel, the Borrower and CLI, and Lionel Sawyer & Collins, Nevada
         counsel for Citadel, the Borrower and CLI, substantially to the effect
         set forth in Exhibit J-1 and Exhibit J-2, respectively, (A) dated the
         Closing Date, (B) addressed to the Issuing Banks, the Administrative
         Agent, the Collateral Agent and the Lenders, and (C) covering such
         other matters relating to the Loan Documents and the Transactions as
         the Administrative Agent shall reasonably request, and Citadel, the
         Borrower and CLI hereby request such counsel to deliver such opinions.

                  (b) All legal matters incident to this Agreement, the
         Borrowings and extensions of credit hereunder and the other Loan
         Documents shall be satisfactory to the Lenders, to the Issuing Banks
         and to the Administrative Agent, in their commercially reasonable
         judgment.

                  (c) The Administrative Agent shall have received (i) a copy of
         the certificate or articles of incorporation, including all amendments
         thereto, of each Loan Party, certified as of a recent date by the
         Secretary of State of the state of its organization, and a certificate
         as to the good standing of each Loan Party as of a recent date, from
         such Secretary of State; (ii) a certificate of the Secretary or
         Assistant Secretary of each Loan Party dated the Closing Date and
         certifying (A) that attached thereto is a true and complete copy of the
         by-laws of such Loan Party as in effect on the Closing Date and at all
         times since a date prior to the date of the resolutions described in
         clause (B) below, (B) that attached thereto is a true and complete copy
         of resolutions duly adopted by the Board of Directors of such Loan
         Party authorizing the execution, delivery and performance of the Loan
         Documents to which such person is a party and, in the case of the
         Borrower, the borrowings hereunder, and that such resolutions have not
         been modified, rescinded or amended and are in full force and effect,
         (C) that the certificate or articles of incorporation of such Loan
         Party have not been amended since the date of the last amendment
         thereto shown on the certificate of good standing furnished pursuant to
         clause (i) above, and (D) as to the incumbency and specimen signature
         of each officer executing any Loan Document or any other document
         delivered in connection herewith on behalf of such Loan Party; (iii) a
         certificate of another officer as to the incumbency and specimen
         signature of the Secretary or Assistant Secretary executing the
         certificate pursuant to (ii) above; and (iv) such other documents as
         the Lenders, the Issuing Banks or the Administrative Agent may
         reasonably request.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Closing Date and signed by a Financial Officer
         of the Borrower, confirming compliance with the conditions precedent
         set forth in paragraphs (b) and (c) of Section 4.01.

                  (e) The Administrative Agent shall have received all Fees and
         other amounts due and payable on or prior to the Closing Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         Borrower hereunder or under any other Loan Document.


<PAGE>   57


                                                                              56










                  (f) The Pledge Agreement shall have been duly executed by the
         parties thereto and delivered to the Collateral Agent and shall be in
         full force and effect, and all of the outstanding capital stock of the
         Subsidiaries and all of the outstanding common stock of the Borrower
         shall have been duly and validly pledged thereunder to the Collateral
         Agent for the ratable benefit of the Secured Parties and certificates
         representing such shares, accompanied by instruments of transfer and
         stock powers endorsed in blank, shall be in the actual possession of
         the Collateral Agent .

                  (g) The Security Agreement shall have been duly executed by
         the Loan Parties party thereto and shall have been delivered to the
         Collateral Agent and shall be in full force and effect on such date and
         each document (including each Uniform Commercial Code financing
         statement) required by law or reasonably requested by the
         Administrative Agent to be filed, registered or recorded in order to
         create in favor of the Collateral Agent for the benefit of the Secured
         Parties a valid, legal and perfected first-priority security interest
         in and lien on the Collateral (subject to any Lien expressly permitted
         by Section 6.02) described in such agreement shall have been delivered
         to the Collateral Agent.

                  (h) The Collateral Agent shall have received the results of a
         search of the Uniform Commercial Code filings (or equivalent filings)
         made with respect to the Loan Parties in the states (or other
         jurisdictions) in which the chief executive office of each such person
         is located, any offices of such persons in which records have been kept
         relating to accounts receivable and the other jurisdictions in which
         Uniform Commercial Code filings (or equivalent filings) are to be made
         pursuant to the preceding paragraph, together with copies of the
         financing statements (or similar documents) disclosed by such search,
         and accompanied by evidence satisfactory to the Collateral Agent that
         the Liens indicated in any such financing statement (or similar
         document) would be permitted under Section 6.02 or have been released.

                  (i) The Collateral Agent shall have received a Perfection
         Certificate with respect to the Loan Parties dated the Closing Date and
         duly executed by a Responsible Officer of the Borrower.

                  (j)(i) Each of the Mortgages and the other Security Documents,
         in form and substance satisfactory to the Lenders, relating to each of
         the Mortgaged Properties shall have been duly executed by the parties
         thereto and delivered to the Collateral Agent and shall be in full
         force and effect, (ii) each of such Mortgaged Properties shall not be
         subject to any Lien other than those permitted under Section 6.02,
         (iii) each of such Security Documents shall have been filed and
         recorded in the recording office as specified on Schedule 3.19(d) (or a
         lender's title insurance policy, in form and substance acceptable to
         the Collateral Agent, insuring such Security Document as a first lien
         on such Mortgaged Property (subject to any Lien permitted by Section
         6.02) shall have been received by the Collateral Agent) and, in
         connection therewith, the Collateral Agent shall have received evidence
         satisfactory to it of each such filing and recordation and (iv) the
         Collateral Agent shall have received such other documents, including a
         policy or policies of title insurance issued by a nationally recognized
         title insurance company, together with such endorsements, coinsurance
         and reinsurance as may be requested by the Collateral Agent and the
         Lenders, insuring the Mortgages as valid first liens on the Mortgaged
         Properties, free of Liens other than those permitted under Section
         6.02, together with such surveys, abstracts, appraisals and legal
         opinions required


<PAGE>   58


                                                                              57










         to be furnished pursuant to the terms of the Mortgages or as reasonably
         requested by the Collateral Agent or the Lenders.

                  (k) Each of the Parent Guarantee Agreement and the Subsidiary
         Guarantee Agreement shall have been duly executed by the parties
         thereto, shall have been delivered to the Collateral Agent and shall be
         in full force and effect.

                  (l) The Administrative Agent shall have received a copy of, or
         a certificate as to coverage under, the insurance policies required by
         Section 5.02 and the applicable provisions of the Security Documents,
         each of which shall be endorsed or otherwise amended to include a
         "standard" or "New York" lender's loss payable endorsement and to name
         the Collateral Agent as additional insured, in form and substance
         satisfactory to the Administrative Agent, provided, however, that with
         respect to any flood insurance required by Section 5.02, the Borrower
         shall have 30 days following the Closing Date to provide copies of such
         insurance policies.

                  (m) The Lenders shall be satisfied as to the amount and nature
         of any environmental and employee health and safety exposures to which
         the Borrower and the Subsidiaries may be subject and the plans of the
         Borrower with respect thereto.

                  (n) All principal, premium, if any, interest, fees and other
         amounts due and owing under the Existing Loan Agreement shall have been
         paid in full, the commitments thereunder terminated and all guarantees
         and security in support thereof released, and the Agent shall have
         received reasonably satisfactory evidence thereof, and after giving
         effect to the Transactions and the other transactions contemplated
         hereby, the Borrower and the Subsidiaries shall have outstanding no
         Indebtedness or preferred stock other than (i) the Loans and Letters of
         Credit hereunder and (ii) the Indebtedness listed on Schedule 6.01.

                  (o) All requisite Governmental Authorities and third parties
         shall have approved or consented to the Transactions and the other
         transactions contemplated hereby to the extent required, in each case
         to the extent failure to obtain such consent or approval will or is
         reasonably likely to have a Material Adverse Effect and there shall be
         no governmental or judicial action, actual or threatened, that has or
         would have, singly or in the aggregate, a reasonable likelihood of
         restraining, preventing or imposing burdensome conditions on the
         Transactions or the other transactions contemplated hereby.

                  (p) The Administrative Agent shall have received a copy of
         each Acquisition Agreement, including all amendments thereto, which
         agreements shall be in form and substance reasonably satisfactory to
         the Administrative Agent.

                  (q) The Administrative Agent shall have received the financial
         statements required by Section 3.05.




<PAGE>   59


                                                                              58










                                    ARTICLE V

                              AFFIRMATIVE COVENANTS


         Each of Citadel and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing, each of Citadel and the
Borrower will, and will cause each of the Subsidiaries to:

         SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES. (a) Do or cause to
be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.05.

         (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with all applicable laws, rules, regulations and
decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted; and at all times maintain and preserve all property material
to the conduct of such business and keep such property in good repair, working
order and condition (normal wear and tear excepted) and from time to time make,
or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times.

         SECTION 5.02. INSURANCE. (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as is customary with companies in
the same or similar businesses operating in the same or similar locations,
including public liability insurance against claims for personal injury or death
or property damage occurring upon, in, about or in connection with the use of
any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.

         (b) Cause all such policies covering any Collateral to be endorsed or
otherwise amended to include a "standard" or "New York" lender's loss payable
endorsement, in form and substance satisfactory to the Administrative Agent and
the Collateral Agent, which endorsement shall provide that, from and after the
Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event
of Default, the insurance carrier shall pay all proceeds otherwise payable to
the Borrower or the Loan Parties under such policies directly to the Collateral
Agent; cause all such policies to provide that neither the Borrower, the
Administrative Agent, the Collateral Agent nor any other party shall be a
coinsurer thereunder and to contain a "Replacement Cost Endorsement", without
any deduction for depreciation, and such other provisions as the Administrative
Agent or the Collateral Agent may reasonably require from time to time to
protect their interests; deliver original or certified copies of all such
policies to the Collateral Agent; cause each such policy to provide that it
shall not be


<PAGE>   60


                                                                              59










canceled, modified or not renewed (i) by reason of nonpayment of premium upon
not less than 10 days' prior written notice thereof by the insurer to the
Administrative Agent and the Collateral Agent (giving the Administrative Agent
and the Collateral Agent the right to cure defaults in the payment of premiums)
or (ii) for any other reason upon not less than 30 days' prior written notice
thereof by the insurer to the Administrative Agent and the Collateral Agent;
deliver to the Administrative Agent and the Collateral Agent, prior to the
cancelation, modification or nonrenewal of any such policy of insurance, a copy
of a renewal or replacement policy (or other evidence of renewal of a policy
previously delivered to the Administrative Agent and the Collateral Agent)
together with evidence satisfactory to the Administrative Agent and the
Collateral Agent of payment of the premium therefor.

         (c) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated (i) a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), obtain flood insurance in such total amount as the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
to time require, and otherwise comply with the National Flood Insurance Program
as set forth in the Flood Disaster Protection Act of 1973, as it may be amended
from time to time, or (ii) a "Zone 1" area, obtain earthquake insurance in such
total amount as the Administrative Agent, the Collateral Agent or the Required
Lenders may from time to time require.

         (d) With respect to any Mortgaged Property, carry and maintain
comprehensive general liability insurance including the "broad form CGL
endorsement" and coverage on an occurrence basis against claims made for
personal injury (including bodily injury, death and property damage) and
umbrella liability insurance against any and all claims that is in each case
customary with companies of similar size in the same or similar businesses,
naming the Collateral Agent as an additional insured, on forms satisfactory to
the Collateral Agent.

         (e) Notify the Administrative Agent and the Collateral Agent
immediately whenever any separate insurance concurrent in form or contributing
in the event of loss with that required to be maintained under this Section 5.02
is taken out by the Borrower; and promptly deliver to the Administrative Agent
and the Collateral Agent a duplicate original copy of such policy or policies.

         SECTION 5.03. OBLIGATIONS AND TAXES. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien upon such properties or any part thereof; provided, however,
that such payment and discharge shall not be required with respect to any such
tax, assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the Borrower
shall have set aside on its books adequate reserves with respect thereto in
accordance with GAAP and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien and,
in the case of a Mortgaged Property, there is no risk of forfeiture of such
property.



<PAGE>   61


                                                                              60










         SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC. In the case of the
Borrower, furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year, its
         consolidated balance sheet and related statements of income,
         stockholders' equity and cash flows showing the financial condition of
         the Borrower and its consolidated Subsidiaries as of the close of such
         fiscal year and the results of its operations and the operations of
         such Subsidiaries during such year, all audited by KPMG Peat Marwick or
         other independent public accountants of recognized national standing
         and accompanied by an opinion of such accountants (which shall not be
         qualified in any material respect) to the effect that such consolidated
         financial statements fairly present the financial condition and results
         of operations of the Borrower and its consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year, its consolidated balance sheet and
         related statements of income and cash flows showing the financial
         condition of the Borrower and its consolidated Subsidiaries as of the
         close of such fiscal quarter and the results of its operations and the
         operations of such Subsidiaries during such fiscal quarter and the then
         elapsed portion of the fiscal year, all certified by one of its
         Financial Officers as fairly presenting in all material respects the
         financial condition and results of operations of the Borrower and its
         consolidated Subsidiaries on a consolidated basis in accordance with
         GAAP, subject to normal year-end audit adjustments;

                  (c) concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, a certificate of the accounting firm
         (in the case of paragraph (a)) or Financial Officer (in the case of
         paragraph (b)) opining on or certifying such statements (which
         certificate, when furnished by an accounting firm, may be limited to
         accounting matters and disclaim responsibility for legal
         interpretations) (i) certifying that no Event of Default or Default has
         occurred or, if such an Event of Default or Default has occurred,
         specifying the nature and extent thereof and any corrective action
         taken or proposed to be taken with respect thereto and (ii) setting
         forth computations in detail reasonably satisfactory to the
         Administrative Agent demonstrating compliance with the covenants set
         forth in Sections 6.09, 6.10, and 6.11, and (iii) in the case of a
         certificate delivered with the financial statements required by
         paragraph (a) above, demonstrating compliance with the covenant set
         forth in Section 6.08 and setting forth the Borrower's calculation of
         Excess Cash Flow;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the Securities and
         Exchange Commission, or any Governmental Authority succeeding to any or
         all of the functions of said Commission, or with any national
         securities exchange, or distributed to its shareholders, as the case
         may be;

                  (e) promptly after the receipt thereof by Citadel or the
         Borrower or any of their respective subsidiaries, but in no event later
         than June 30 of any year, a copy of any "management letter" received by
         any such person from its certified public accountants and the
         management's response thereto;

                  (f) not later than January 1 of each year, a business plan for
         such year setting forth in reasonable detail the projected operations
         budget of each Broadcast Market and ISP of the Borrower for such year;


<PAGE>   62


                                                                              61











                  (g) each year, at the time of delivery of annual financial
         statements with respect to the preceding fiscal year pursuant to clause
         (a) above, the Borrower shall deliver to the Administrative Agent a
         certificate of a Financial Officer of the Borrower setting forth the
         information required pursuant to Section 2 of the Perfection
         Certificate or confirming that there has been no change in such
         information since the date of the Perfection Certificate delivered on
         the Closing Date or the date of the most recent certificate delivered
         pursuant to this Section; and

                  (i) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         Citadel, the Borrower or any Subsidiary, or compliance with the terms
         of any Loan Document, as the Administrative Agent or any Lender may
         reasonably request.

         SECTION 5.05. LITIGATION AND OTHER NOTICES. Furnish to the
Administrative Agent, each Issuing Bank and each Lender prompt written notice of
the following:

                  (a) any Event of Default or Default, specifying the nature and
         extent thereof and the corrective action (if any) taken or proposed to
         be taken with respect thereto;

                  (b) the filing or commencement of, or any threat or notice of
         intention of any person to file or commence, any action, suit or
         proceeding, whether at law or in equity or by or before any
         Governmental Authority, against the Borrower or any Affiliate thereof
         that could reasonably be expected to result in a Material Adverse
         Effect; and

                  (c) any development that has resulted in, or could reasonably
         be expected to result in, a Material Adverse Effect.

         SECTION 5.06. EMPLOYEE BENEFITS. (a) Comply in all material respects
with the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent as soon as possible after, and in any event within 10 days
after any Responsible Officer of the Borrower or any ERISA Affiliate knows or
has reason to know that, any ERISA Event has occurred that, alone or together
with any other ERISA Event could reasonably be expected to result in liability
of the Borrower in an aggregate amount exceeding $1,000,000 in any year, a
statement of a Financial Officer of the Borrower setting forth details as to
such ERISA Event and the action, if any, that the Borrower proposes to take with
respect thereto.

         SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS. Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all requirements of law are made of
all dealings and transactions in relation to its business and activities. Each
Loan Party will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender (in the
case of any Lender, at such Lender's own cost) to visit and inspect the
financial records and the properties of Citadel, the Borrower or any Subsidiary
at reasonable times and as often as reasonably requested and to make extracts
from and copies of such financial records, and permit any representatives
designated by the Administrative Agent or any Lender to discuss the affairs,
finances and condition of Citadel, the Borrower or any Subsidiary with the
officers thereof and independent accountants therefor, provided that reasonable
notice shall be given to the applicable Loan Party prior to any visit and
inspection and such visit and inspection shall not result in a material
disruption of such Loan Party's conduct of business.


<PAGE>   63


                                                                              62










         SECTION 5.08. USE OF PROCEEDS. Use the proceeds of the Loans and
request the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement.

         SECTION 5.09. COMPLIANCE WITH ENVIRONMENTAL LAWS. Comply, and cause all
lessees and other persons occupying its Properties to comply, in all material
respects with all Environmental Laws and Environmental Permits applicable to its
operations and Properties; obtain and renew all material Environmental Permits
necessary for its operations and Properties; and conduct any Remedial Action in
accordance with Environmental Laws; provided, however, that none of Citadel, the
Borrower or any Subsidiaries shall be required to undertake any Remedial Action
to the extent that its obligation to do so is being contested in good faith and
by proper proceedings and appropriate reserves are being maintained with respect
to such circumstances.

         SECTION 5.10. PREPARATION OF ENVIRONMENTAL REPORTS. If a Default caused
by reason of a breach of Section 3.17 or 5.09 shall have occurred and be
continuing, at the request of the Required Lenders through the Administrative
Agent, provide to the Lenders within 45 days after such request, at the expense
of the Borrower, an environmental site assessment report for the Properties
which are the subject of such default prepared by an environmental consulting
firm reasonably acceptable to the Administrative Agent and indicating the
presence or absence of Hazardous Materials and the estimated cost of any
compliance or Remedial Action in connection with such Properties.

         SECTION 5.11. FURTHER ASSURANCES. (a) Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to effectuate the transactions
contemplated by the Loan Documents and in order to grant, preserve, protect and
perfect the validity and first priority of the security interests created or
intended to be created by the Security Documents. The Borrower will cause any
subsequently acquired or organized Domestic Subsidiary to execute a Subsidiary
Guarantee Agreement, Indemnity Subrogation and Contribution Agreement and each
applicable Security Document in favor of the Collateral Agent. In addition, from
time to time, the Borrower will, at its cost and expense, promptly secure the
Obligations by pledging or creating, or causing to be pledged or created,
perfected security interests with respect to such of its assets and properties
as the Administrative Agent or the Required Lenders shall designate (it being
understood that it is the intent of the parties that the Obligations shall be
secured by, among other things, substantially all the assets of the Borrower and
its Subsidiaries (including real and other properties acquired subsequent to the
Closing Date)). Such security interests and Liens will be created under the
Security Documents and other security agreements, mortgages, deeds of trust and
other instruments and documents in form and substance satisfactory to the
Collateral Agent, and the Borrower shall deliver or cause to be delivered to the
Lenders all such instruments and documents (including legal opinions, title
insurance policies and lien searches) as the Collateral Agent shall reasonably
request to evidence compliance with this Section. The Borrower agrees to provide
such evidence as the Collateral Agent shall reasonably request as to the
perfection and priority status of each such security interest and Lien.

         (b) With respect to any property which becomes Mortgaged Property after
the Closing Date, cause local counsel to promptly deliver to the Administrative
Agent, on behalf of itself, the Lenders and the Issuing Banks, a favorable
written opinion of local counsel substantially to the effect set forth in
Exhibit J-3, (A) addressed to the Issuing Banks, the Administrative Agent, the
Collateral Agent


<PAGE>   64


                                                                              63










and the Lenders and (B) covering such other matters relating to the Loan
Documents and the Transactions as the Administrative Agent shall reasonably
request.

         SECTION 5.12. INTEREST RATE PROTECTION. As promptly as practicable, and
in any event within 90 days after the Closing Date, enter into Hedging
Agreements, with counterparties and on terms and conditions reasonably
satisfactory to the Administrative Agent, pursuant to which the interest rate is
fixed with respect to a notional amount equal to at least 50% of the sum of (a)
the Term Loans and (b) the 1997 Senior Subordinated Notes, the 1998 Senior
Subordinated Notes and any additional long-term Indebtedness of Citadel, the
Borrower or any Subsidiary permitted hereunder that has a fixed interest rate
and is outstanding on such date, provided that at the time of calculation of
such amount, there will be no requirement to enter into Hedging Agreements
pursuant to this Section 5.12 if the amount required to be hedged shall be less
than $25,000,000. On the Closing Date, the amount required to be hedged pursuant
to this Section 5.12, without giving effect to the proviso, is $0.


                                   ARTICLE VI

                               NEGATIVE COVENANTS


         Each of Citadel and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, neither Citadel nor the Borrower
will, nor will they cause or permit any Subsidiaries to:

         SECTION 6.01. INDEBTEDNESS. Incur, create, assume or permit to exist
any Indebtedness, except:

                  (a) Indebtedness existing on the date hereof and set forth in
         Schedule 6.01, and any extensions, renewals or replacements of such
         Indebtedness to the extent the principal amount of such Indebtedness is
         not increased, the weighted average life to maturity of such
         Indebtedness is not decreased, such Indebtedness, if subordinated to
         the Obligations, remains so subordinated on terms not less favorable to
         the Lenders than the terms of the original Indebtedness and the
         original obligors in respect of such Indebtedness remain the only
         obligors thereon;

                  (b) Indebtedness created hereunder and under the other Loan
         Documents;

                  (c) Indebtedness of the Borrower constituting Exchange
         Debentures issued in exchange for the Exchangeable Preferred Stock
         pursuant to the terms of the Exchange Indenture; provided that
         Exchangeable Debentures shall not be issued unless no Event of Default
         will exist after giving effect to such issuance (giving pro forma
         effect to such issuance (i) in the case of the Consolidated Leverage
         Ratio, on the last day of the most recent period of four consecutive
         fiscal quarters for which there has been delivered to the
         Administrative Agent the financial statements required pursuant to
         Section 5.04(a) or (b) and


<PAGE>   65


                                                                              64










         (ii) in the case of the Consolidated Fixed Charge Ratio and
         Consolidated Interest Coverage Ratio, on the first day of the most
         recent period of four consecutive fiscal quarters for which there has
         been delivered to the Administrative Agent the financial statements
         required pursuant to Section 5.04(a) or (b).

                  (d) Indebtedness evidenced by Capital Lease Obligations to the
         extent permitted pursuant to Section 6.08 or secured by Liens permitted
         by Section 6.02(h); provided that in no event shall the aggregate
         principal amount of the Indebtedness permitted by this paragraph (d)
         exceed $2,000,000 at any time outstanding;

                  (e) unsecured Indebtedness assumed by the Borrower in
         connection with any Permitted Acquisition in an aggregate amount not at
         any time in excess of $10,000,000; provided that such Indebtedness
         existed at the time of such Permitted Acquisition and was not created
         in connection therewith or in contemplation thereof;

                  (f) prior to January 11, 2000, the Caribou Seller Notes in an
         amount not to exceed $60,000,000; and

                  (g) other unsecured Indebtedness of the Borrower and its
         Subsidiaries in an aggregate amount not at any time in excess of
         $5,000,000.

         SECTION 6.02. LIENS. Create, incur, assume or permit to exist any Lien
on any property or assets (including stock or other securities of any person,
including any Subsidiary) now owned or hereafter acquired by it or on any income
or revenues or rights in respect of any thereof, except:

                  (a) Liens on property or assets of the Borrower and its
         Subsidiaries existing on the date hereof and set forth in Schedule
         6.02; provided that such Liens shall secure only those obligations
         which they secure on the date hereof;

                  (b) any Lien created under the Loan Documents;

                  (c) Liens for taxes not yet due or which are being contested
         in compliance with Section 5.03;

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business and securing obligations that are not due and payable or which
         are being contested in compliance with Section 5.03;

                  (e) pledges and deposits made in the ordinary course of
         business in compliance with workmen's compensation, unemployment
         insurance and other social security laws or regulations;

                  (f) deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases (other than Capital
         Lease Obligations), statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g) zoning restrictions, easements, rights-of-way,
         restrictions on use of real property and other similar encumbrances
         incurred in the ordinary course of business which, in the


<PAGE>   66


                                                                              65










         aggregate, are not substantial in amount and do not materially detract
         from the value of the property subject thereto or interfere with the
         ordinary conduct of the business of the Borrower or any of its
         Subsidiaries;

                  (h) purchase money security interests in real property,
         improvements thereto or equipment hereafter acquired (or, in the case
         of improvements, constructed) by the Borrower or any Subsidiary;
         provided that (i) such security interests secure Indebtedness permitted
         by Section 6.01, (ii) such security interests are incurred, and the
         Indebtedness secured thereby is created, within 90 days after such
         acquisition (or construction), (iii) the Indebtedness secured thereby
         does not exceed 85% of the lesser of the cost or the fair market value
         of such real property, improvements or equipment at the time of such
         acquisition (or construction) and (iv) such security interests do not
         apply to any other property or assets of the Borrower or any
         Subsidiary;

                  (i) Liens arising out of judgments or awards (other than any
         judgment that is described in clause (i) of Article VII and constitutes
         an Event of Default thereunder) in respect of which the Borrower shall
         in good faith be prosecuting an appeal of or proceedings for review and
         in respect of which it shall have secured a subsisting stay of
         execution pending such appeal or proceeding for review, provided that
         the Borrower shall have set aside on its books adequate reserves, in
         accordance with GAAP, with respect to such judgment or award; and

                  (j) Liens of any seller which is a party to a proposed
         acquisition by the Borrower with respect to any escrow deposits to be
         maintained in connection with such proposed Acquisition; and

                  (k) Liens (other than Liens securing Indebtedness for money
         borrowed), provided that such Liens do not secure obligations in excess
         of $1,000,000 at any one time.

         SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred, unless any Asset Sale,
Indebtedness or Liens resulting therefrom would be permitted under Sections
6.05, 6.01 and 6.02, respectively.

         SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES. Purchase, hold or
acquire any capital stock, evidences of indebtedness or other securities of,
make or permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in, any other person, except:

                  (a) investments by the Borrower existing on the date hereof in
         the capital stock of the Subsidiaries;

                  (b) Permitted Investments;

                  (c) the Borrower may acquire all or substantially all the
         assets of a person or line of business of such person, or not less than
         100% of the Equity Interests of a person (such person being referred to
         herein as an "Acquired Entity"); provided that (i) the acquisition is
         of a Related Business or of one or more Stations; (ii) simultaneously
         with the consummation


<PAGE>   67


                                                                              66










         of any such acquisition, the applicable FCC Licenses shall be
         transferred to the Borrower or CLI; (iii) at the time of such
         transaction (A) both before and after giving effect thereto, no Event
         of Default or Default shall have occurred and be continuing or shall
         exist; (B) the Borrower would be in compliance with the covenants set
         forth in Sections 6.09, 6.10 and 6.11 as of the most recently completed
         period of four consecutive fiscal quarters ending prior to such
         transaction for which the financial statements and certificates
         required by Section 5.04(a) or 5.04(b) have been delivered or for which
         comparable financial statements have been filed with the Securities and
         Exchange Commission, after giving pro forma effect to such transaction
         and to any other event occurring after such period as to which pro
         forma recalculation is appropriate (including any other transaction
         described in this Section 6.04(c) occurring after such period) as if
         such transaction had occurred as of the first day of such period; (iv)
         the Acquired Entity shall not be subject to any material pending
         litigation or material contingent liabilities; and (v) if the Acquired
         Entity is an ISP, the aggregate consideration for such acquisition
         (regardless of the form of payment and including any assumed
         Indebtedness), together with the aggregate consideration for all such
         other acquisitions of ISPs during the term of this Agreement, shall not
         exceed $10,000,000 (any acquisition meeting all the criteria of this
         Section 6.04 being referred to herein as a "Permitted Acquisition").
         All pro forma calculations required to be made pursuant to this Section
         6.04(c) shall (i) include only those adjustments that (A) would be
         permitted or required by Article 11 of Regulation S-X of the Securities
         Act of 1933, as amended, and (B) are based on reasonably detailed
         written assumptions reasonably acceptable to the Administrative Agent
         and (ii) be certified to by a Financial Officer as having been prepared
         in good faith based upon reasonable assumptions;

                  (d) Hedging Agreements required by Section 5.12 and permitted
         by Section 6.14;

                  (e) the Borrower and the Subsidiaries may consummate the
         Pending Acquisitions on substantially the terms provided for in the
         Acquisition Agreements as in effect on the Closing Date;

                  (f) loans and advances in an aggregate principal amount
         outstanding at any one time not to exceed $2,000,000 to management and
         other employees of Citadel, the Borrower or any Subsidiary, provided
         that such loans or advances to any one person shall not exceed $50,000
         in an aggregate principal amount at any time outstanding;

                  (g) the Borrower and the Subsidiaries may acquire investments
         in ISPs and Internet Companies in connection with Internet Trade Out
         Transactions permitted by Section 6.15;

                  (h) the Borrower may establish Subsidiaries to the extent
         permitted by Section 6.13; and

                  (i) other investments in an aggregate amount not to exceed
         $2,000,000 at any time outstanding.

         SECTION 6.05. MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND
ACQUISITIONS. (a) Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all the assets of the Borrower (whether now owned or hereafter
acquired) or any capital stock of any Subsidiary, or purchase, lease or
otherwise acquire (in one transaction or a series


<PAGE>   68


                                                                              67










of transactions) all or any substantial part of the assets of any other person,
except that (i) the Borrower and any Subsidiary may purchase and sell inventory
in the ordinary course of business and (ii) if at the time thereof and
immediately after giving effect thereto no Event of Default or Default shall
have occurred and be continuing (A) any wholly owned Subsidiary(including CLI)
may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (B) any wholly owned Subsidiary may merge into or
consolidate with any other wholly owned Subsidiary in a transaction in which the
surviving entity is a wholly owned Subsidiary and no person other than the
Borrower or a wholly owned Subsidiary receives any consideration of the Borrower
and (C) the Borrower and its Subsidiaries may make Permitted Acquisitions.

         (b) Engage in any Asset Sale not otherwise prohibited by Section
6.05(a) unless all of the following conditions are met: (i) the consideration
received is at least equal to the fair market value of the assets sold; (ii) at
least 80% of the consideration received is cash or cash equivalents; and (iii)
to the extent applicable, the Net Cash Proceeds of such Asset Sale are applied
as required by Section 2.13(b).

         (c) Engage in any Asset Swap not otherwise prohibited by Section
6.05(a) unless all of the following conditions are met: (i) such exchange
complies with the definition of Asset Swap, (ii) if the fair market value of the
assets transferred exceeds $1,000,000 but is less than $25,000,000, the board of
directors of the Borrower approves such exchange, (iii) if the fair market value
of the assets transferred exceeds $25,000,000, the board of directors of the
Borrower approves such exchange and the Borrower secures an appraisal given by
an unaffiliated third party in form and substance reasonably satisfactory to the
Administrative Agent, (iv) the fair market value of any property or assets
received is at least equal to the fair market value of the property or assets so
transferred and (v) to the extent applicable, any "boot" or other assets
received by the Borrower or any Subsidiary complies with the requirements of
paragraph (b) above and the Net Cash Proceeds of such boot or other assets are
applied as required by Section 2.13(b).

         SECTION 6.06. DIVIDENDS AND DISTRIBUTIONS; RESTRICTIONS ON ABILITY OF
SUBSIDIARIES TO PAY DIVIDENDS. (a) Declare or pay, directly or indirectly, any
dividend or make any other distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, with respect to
any of its Equity Interests or directly or indirectly redeem, purchase, retire
or otherwise acquire for value (or permit any Subsidiary to purchase or acquire)
any of its Equity Interests or set aside any amount for any such purpose;
provided, however, that any Subsidiary may declare and pay dividends or make
other distributions to the Borrower. Notwithstanding the foregoing, the Borrower
and/or Citadel may make any of the following dividends or distributions:

                  (i) (A) the Borrower may pay cash dividends on or after July
         1, 2002, with respect to the Exchangeable Preferred Stock so long as
         (x) no Default shall have occurred and be continuing or would result
         therefrom and (y) the Consolidated Leverage Ratio shall be less than
         5.00 to 1.00 and (B) the Borrower may exchange Exchangeable Preferred
         Stock for Exchangeable Debentures, to the extent permitted in Section
         6.01(c);

                  (ii) so long as there shall exist no Default or Event of
         Default (both before and after giving effect to the payment thereof),
         Citadel may repurchase outstanding shares of its common stock (or
         options to purchase such common stock) following the death, disability,
         retirement or termination of employment of employees, officers or
         directors of Citadel or any of its subsidiaries; provided that (A) all
         amounts used to effect such repurchases are obtained by Citadel from a
         substantially concurrent issuance of its common stock (or options to


<PAGE>   69


                                                                              68










         purchase such common stock) to other employees, members of management,
         executive officers or directors of Citadel or any of its subsidiaries
         or (B) to the extent the proceeds used to effect any repurchase
         pursuant to this clause (B) are not obtained as described in preceding
         clause (A), the aggregate amount of such repurchases made by Citadel
         pursuant to this paragraph (ii) (exclusive of amounts paid as described
         pursuant to preceding clause (A)) shall not exceed $1,000,000 in any
         fiscal year of Citadel;

                  (iii) the Borrower may pay cash dividends to Citadel (A) for
         the purpose of paying, so long as all proceeds thereof are promptly
         used by Citadel to pay, its operating expenses incurred in the ordinary
         course of business and other corporate overhead costs and expenses
         (including, without limitation, legal and accounting expenses and
         similar expenses), provided that the aggregate amount of dividends paid
         by the Borrower pursuant to this clause (iii)(A) shall not exceed
         $500,000 in any fiscal year of Citadel and (B) for the purpose of
         repurchasing, so long as all proceeds thereof are promptly used by
         Citadel to repurchase, the common stock of Citadel as permitted by
         clause (ii) above, provided that the aggregate amount of dividends paid
         by the Borrower pursuant to this clause (iii)(B) shall not exceed
         $1,000,000 in any fiscal year of Citadel;

                  (iv) the Borrower may pay cash dividends to Citadel for the
         purpose of paying, so long as all proceeds thereof are promptly used by
         Citadel to pay, franchise taxes and Federal, state and local income
         taxes and interest and penalties with respect thereto, if any, payable
         by Citadel; provided, however, that the amount of any such payment
         shall not exceed the amount of taxes that the Borrower would have been
         liable for on a stand-alone basis; provided further, however, that any
         refund shall be promptly returned by Citadel to the Borrower; and

                  (v) the Borrower may pay dividends-in-kind to the holders of
         its Exchangeable Preferred Stock on the terms, and subject to the
         conditions, contained in the Certificate of Designation.

         (b) Permit its subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such subsidiary to (i) pay any dividends or
make any other distributions on its capital stock or any other interest or (ii)
make or repay any loans or advances to the Borrower or the parent of such
subsidiary. The foregoing limitations will not apply to restrictions (i) in
effect on the Closing Date, (ii) relating to Indebtedness of a Subsidiary and
existing at the time it became a Subsidiary if such restriction was not created
in connection with or in anticipation of the transaction or series of
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by the Borrower or any Subsidiary or (iii) which result from the
refinancing of Indebtedness incurred pursuant to an agreement referred to in the
immediately preceding clause (i) or (ii) above, provided that such restriction
is no less favorable to the Lenders than those under the agreement evidencing
the Indebtedness so refinanced.

         SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Except for transactions by
or among Loan Parties, sell or transfer any property or assets to, or purchase
or acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except that the Borrower or any
Subsidiary may engage in any of the foregoing transactions in the ordinary
course of business at prices and on terms and conditions not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties.



<PAGE>   70


                                                                              69










         SECTION 6.08. CAPITAL EXPENDITURES. Permit the aggregate amount of
Capital Expenditures made by the Borrower and the Subsidiaries, taken as a
whole, (a) in the fiscal year ending December 31, 2000, to exceed $10,000,000
and (b) in any fiscal year thereafter to exceed 7.5% of Consolidated EBITDA;
provided, however, that the amount of Capital Expenditures in any fiscal year
commencing after December 31, 2000, permitted to be incurred shall be increased
by an amount equal to the amount of unused Capital Expenditures permitted to be
incurred pursuant to this covenant for the immediately preceding fiscal year
(without giving effect to this proviso).

         SECTION 6.09. CONSOLIDATED INTEREST COVERAGE RATIO. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, ended during any period
set forth below to be less than the amount set forth opposite such period below:

<TABLE>
<CAPTION>
                  Period                                   Ratio
                  ------                                   -----
<S>                                                       <C>
January 1, 2000 through March 31, 2000                     1.50x
April 1, 2000 through June 30, 2000                        1.50x
July 1, 2000 through September 30, 2000                    1.50x
October 1, 2000 through December 31, 2000                  1.50x
January 1, 2001 through March 31, 2001                     1.75x
April 1, 2001 through June 30, 2001                        1.75x
July 1, 2001 through September 30, 2001                    1.75x
October 1, 2001 through December 31, 2001                  2.00x
January 1, 2002 through March 31, 2002                     2.00x
April 1, 2002 through June 30, 2002                        2.25x
July 1, 2002 through September 30, 2002                    2.25x
Thereafter                                                 2.50x
</TABLE>

                  SECTION 6.10. CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit
the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters, in each case taken as one accounting period, to be less than
1.25 to 1.00.

                  SECTION 6.11. MAXIMUM CONSOLIDATED LEVERAGE RATIO. Permit the
Consolidated Leverage Ratio at any time during a period set forth below to be
greater than the ratio set forth opposite such period below:


<TABLE>
<CAPTION>
Period                                                     Ratio
------                                                     -----
<S>                                                       <C>
January 1, 2000 through March 31, 2000                     7.25x
April 1, 2000 through June 30, 2000                        7.00x
July 1, 2000 through September 30, 2000                    6.75x
October 1, 2000 through December 31, 2000                  6.50x
January 1, 2001 through March 31, 2001                     6.25x
April 1, 2001 through June 30, 2001                        6.00x
July 1, 2001 through September 30, 2001                    6.00x
October 1, 2001 through December 31, 2001                  5.75x
January 1, 2002 through March 31, 2002                     5.50x
April 1, 2002 through June 30, 2002                        5.25x
July 1, 2002 through September 30, 2002                    5.00x
October 1, 2002 through December 31, 2002                  4.50x
Thereafter                                                 4.00x
</TABLE>


<PAGE>   71


                                                                              70











                  SECTION 6.12. LIMITATION ON MODIFICATIONS OF INDEBTEDNESS;
MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN OTHER
AGREEMENTS, ETC. (a) Amend or modify, or permit the amendment or modification
of, any provision of existing Indebtedness or of any agreement (including any
purchase agreement, indenture, loan agreement or security agreement) relating
thereto other than any amendments or modifications to Indebtedness which do not
in any way materially adversely affect the interests of the Lenders, (b) make
(or give any notice in respect of) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of, or any prepayment or
redemption as a result of any asset sale, change of control or similar event of,
any 1997 Senior Subordinated Notes, 1998 Senior Subordinated Notes or
Exchangeable Debentures (c) amend or modify, or permit the amendment or
modification of, any 1997 Senior Subordinated Debt Instruments, 1998 Senior
Subordinated Debt Instruments or Exchangeable Debt Instruments other than
amendments or modifications which do not in any way adversely affect the
interests of the Lenders, (d) amend or modify, or permit the amendment or
modification of, any of the Acquisition Agreements or any tax sharing agreement,
in each case except for amendments or modifications which are not in any way
adverse in any material respect to the interests of the Lenders, or (e) amend,
modify or change its Certificate of Incorporation (including by the filing or
modification of any certificate of designation) or By-laws, or any agreement
entered into by it, with respect to its Equity Interests (including the
Certificate of Designation and any shareholders' agreement), or enter into any
new agreement with respect to its Equity Interests, other than any amendments,
modifications or changes pursuant to this clause (e) or any such new agreements
pursuant to this clause (e) which do not in any way materially adversely affect
the interests of the Lenders; provided that (i) nothing in this Section 6.12
shall prohibit the Borrower from refinancing any Indebtedness to the extent
permitted by Section 6.01(a), (ii) nothing in this clause (e) shall prevent the
Borrower or any of its Subsidiaries from amending its Certificate of
Incorporation or Bylaws to provide indemnification to any officer or director of
the Borrower or any such Subsidiary to the maximum extent permitted by the law
of its jurisdiction of incorporation and (iii) nothing in this Section 6.11
shall be construed to prohibit the merger of CLI into the Borrower.

                  SECTION 6.13. LIMITATION ON CREATION OF SUBSIDIARIES.
Establish or create any additional Subsidiaries; provided that a Borrower may
establish or create one or more Subsidiaries so long as (a) 100% of the Equity
Interests of such Subsidiary is owned by the Borrower or a wholly owned
Subsidiary, (b) such Equity Interests are upon the creation or establishment of
any such new Subsidiary pledged and delivered to the Collateral Agent for the
benefit of the Secured Parties under the Pledge Agreement (except that not more
than 65% of the voting Equity Interests of any Foreign Subsidiary owned by a
Loan Party shall be required to be so pledged) and (c) upon the creation or
establishment of any such new Subsidiary such Subsidiary becomes a party to the
applicable Security Documents in accordance with Section 5.11 and the other Loan
Documents.

                  SECTION 6.14. HEDGING AGREEMENTS. Enter into any Hedging
Agreement, other than (a) Hedging Agreements required by Section 5.12 and (b)
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

                  SECTION 6.15. INTERNET TRADE OUT TRANSACTIONS. Engage in any
Internet Trade Out Transaction to the extent the value of all advertising time
exchanged by the Borrower and the Subsidiaries in connection therewith would
exceed $50,000,000 during the term of this Agreement.


<PAGE>   72


                                                                              71










                  SECTION 6.16. BUSINESS OF CITADEL, BORROWER AND SUBSIDIARIES.
(a) In the case of the Borrower and its Subsidiaries, engage at any time in any
business or business activity other than the Broadcasting Business and Related
Businesses.

                  (b) In the case of Citadel, engage in any business or business
activity other than its ownership of the common Equity Interests of the Borrower
and activities incidental thereto.

                  SECTION 6.17. FISCAL YEAR. With respect to the Borrower or
Citadel, change its fiscal year end to a date other than December 31.



                                   ARTICLE VII

                                EVENTS OF DEFAULT


                  In case of the happening of any of the following events
("Events of Default"):

                  (a) any representation or warranty made or deemed made in any
Loan Document or in connection with the borrowings or issuances of Letters of
Credit hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;

                  (b) default shall be made in the payment of any principal of
any Loan or the reimbursement with respect to any L/C Disbursement when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or by acceleration thereof or otherwise;

                  (c) default shall be made in the payment of any interest on
any Loan or any Fee or L/C Disbursement or any other amount (other than an
amount referred to in (b) above) due under any Loan Document, when and as the
same shall become due and payable, and such default shall continue unremedied
for a period of five Business Days;

                  (d) default shall be made in the due observance or performance
by Citadel, the Borrower or any Subsidiary of any covenant, condition or
agreement contained in Section 5.01(a), 5.05 or 5.08 or in Article VI;

                  (e) default shall be made in the due observance or performance
by Citadel, the Borrower or any Subsidiary of any covenant, condition or
agreement contained in any Loan Document (other than those specified in (b), (c)
or (d) above) and such default shall continue unremedied for a period of 30 days
after notice thereof from the Administrative Agent or any Lender to the
Borrower;

                  (f) Citadel, the Borrower or any Subsidiary shall (i) fail to
pay any principal or interest, regardless of amount, due in respect of any
Material Indebtedness, when and as the same shall become due and payable, or
(ii) fail to observe or perform any other term, covenant, condition or agreement
contained in any agreement or instrument evidencing or governing any Material


<PAGE>   73


                                                                              72










Indebtedness if the effect of any failure referred to in this clause (ii) is to
cause, or to permit the holder or holders of such Material Indebtedness or a
trustee on its or their behalf (with or without the giving of notice, the lapse
of time or both) to cause, such Material Indebtedness to become due prior to its
stated maturity;

                  (g) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of Citadel, the Borrower or any Subsidiary, or of a
substantial part of the property or assets of Citadel, the Borrower or a
Subsidiary, under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for Citadel,
the Borrower or any Subsidiary or for a substantial part of the property or
assets of Citadel, the Borrower or a Subsidiary or (iii) the winding-up or
liquidation of Citadel, the Borrower or any Subsidiary; and such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

                  (h) Citadel, the Borrower or any Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking relief under
Title 11 of the United States Code, as now constituted or hereafter amended, or
any other Federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or the filing of any petition described
in (g) above, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for Citadel,
the Borrower or any Subsidiary or for a substantial part of the property or
assets of Citadel, the Borrower or any Subsidiary, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, (vi) become unable,
admit in writing its inability or fail generally to pay its debts as they become
due or (vii) take any action for the purpose of effecting any of the foregoing;

                  (i) one or more judgments for the payment of money in an
aggregate amount in excess of $5,000,000 (to the extent not adequately covered
by insurance as to which the insurance company has acknowledged coverage
pursuant to a writing reasonably satisfactory to the Administrative Agent) shall
be rendered against Citadel, the Borrower, any Subsidiary or any combination
thereof and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to levy upon assets or properties of
Citadel, the Borrower or any Subsidiary to enforce any such judgment;

                  (j) an ERISA Event shall have occurred that, in the opinion of
the Required Lenders, when taken together with all other such ERISA Events,
could reasonably be expected to result in liability of the Borrower and its
ERISA Affiliates in an aggregate amount exceeding $5,000,000;

                  (k) any Guarantee under any Guarantee Agreement for any reason
shall cease to be in full force and effect (other than in accordance with its
terms), or any Guarantor shall deny in writing that it has any further liability
under its Guarantee Agreement (other than as a result of the discharge of such
Guarantor in accordance with the terms of the Loan Documents);

                  (l) any security interest purported to be created by any
Security Document shall cease to be, or shall be asserted by the Borrower or any
other Loan Party not to be, a valid, perfected, first priority (except as
otherwise expressly provided in this Agreement or such Security Document)


<PAGE>   74


                                                                              73










security interest in the securities, assets or properties covered thereby,
except to the extent that any such loss of perfection or priority results from
the failure of the Collateral Agent to maintain possession of certificates
representing securities pledged under the Pledge Agreement and except to the
extent that such loss is covered by a lender's title insurance policy and the
related insurer promptly after such loss shall have acknowledged in writing that
such loss is covered by such title insurance policy; or

                  (m) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to Citadel or
the Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrower,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event with respect to Citadel or the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.


                                  ARTICLE VIII

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                  In order to expedite the transactions contemplated by this
Agreement, Credit Suisse First Boston is hereby appointed to act as
Administrative Agent and Collateral Agent on behalf of the Lenders and the
Issuing Banks (for purposes of this Article VIII, the Administrative Agent and
the Collateral Agent are referred to collectively as the "Agents"). Each of the
Lenders and each assignee of any such Lender, hereby irrevocably authorizes the
Agents to take such actions on behalf of such Lender or assignee or Issuing Bank
and to exercise such powers as are specifically delegated to the Agents by the
terms and provisions hereof and of the other Loan Documents, together with such
actions and powers as are reasonably incidental thereto. The Administrative
Agent is hereby expressly authorized by the Lenders and the Issuing Banks,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders and the Issuing Banks all payments of principal of and interest on the
Loans, all payments in respect of L/C Disbursements and all other amounts due to
the Lenders hereunder, and promptly to distribute to each Lender or Issuing Bank
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Borrower of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Borrower or any other Loan Party pursuant to this Agreement or the other Loan
Documents as received by the


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                                                                              74










Administrative Agent. Without limiting the generality of the foregoing, the
Agents are hereby expressly authorized to execute any and all documents
(including releases) with respect to the Collateral and the rights of the
Secured Parties with respect thereto, as contemplated by and in accordance with
the provisions of this Agreement and the Security Documents.

                  Neither the Agents nor any of their respective directors,
officers, employees or agents shall be liable as such for any action taken or
omitted by any of them except for its or his own gross negligence or wilful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower or any other Loan Party of any of the terms,
conditions, covenants or agreements contained in any Loan Document. The Agents
shall not be responsible to the Lenders for the due execution, genuineness,
validity, enforceability or effectiveness of this Agreement or any other Loan
Documents, instruments or agreements. The Agents shall in all cases be fully
protected in acting, or refraining from acting, in accordance with written
instructions signed by the Required Lenders and, except as otherwise
specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the
absence of knowledge to the contrary, be entitled to rely on any instrument or
document believed by it in good faith to be genuine and correct and to have been
signed or sent by the proper person or persons. Neither the Agents nor any of
their respective directors, officers, employees or agents shall have any
responsibility to the Borrower or any other Loan Party on account of the failure
of or delay in performance or breach by any Lender or Issuing Bank of any of its
obligations hereunder or to any Lender or Issuing Bank on account of the failure
of or delay in performance or breach by any other Lender or Issuing Bank or the
Borrower or any other Loan Party of any of their respective obligations
hereunder or under any other Loan Document or in connection herewith or
therewith. Each of the Agents may execute any and all duties hereunder by or
through agents or employees and shall be entitled to rely upon the advice of
legal counsel selected by it with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by it in
accordance with the advice of such counsel.

                  The Lenders hereby acknowledge that neither Agent shall be
under any duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement unless it shall be requested in
writing to do so by the Required Lenders.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance
of any appointment as Agent hereunder by a successor bank, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations hereunder. After the Agent's resignation hereunder, the
provisions of this Article and Section 9.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.

                  With respect to the Loans made by it hereunder, each Agent in
its individual capacity and not as Agent shall have the same rights and powers
as any other Lender and may exercise the


<PAGE>   76


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same as though it were not an Agent, and the Agents and their Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with Citadel, the Borrower or any Subsidiary or other Affiliate thereof as if it
were not an Agent.

                  Each Lender agrees (a) to reimburse the Agents and the Issuing
Banks, on demand, in the amount of its pro rata share (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of any
expenses incurred for the benefit of the Lenders by the Agents or the Issuing
Bank, as the case may be, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, that shall not
have been reimbursed by the Borrower and (b) to indemnify and hold harmless each
Agent and each Issuing Bank and each of its directors, officers, employees or
agents, on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by or asserted against it in its
capacity as Agent or Issuing Bank or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Borrower or any other
Loan Party, provided that no Lender shall be liable to an Agent, an Issuing Bank
or any such other indemnified person for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements which are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Agent or Issuing Bank or any of its
directors, officers, employees or agents. For purposes of this Section, a
Lender's "pro rata share" shall be determined based upon its share of the sum
(without duplication) of the total Revolving Credit Exposures, outstanding Term
Loans and unused Commitments at the time.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder.

                  The Documentation Agents shall have no rights, powers,
obligations, liabilities, responsibilities or duties under this Agreement other
than those applicable to each as a Lender. Without limiting the foregoing
sentence, the Documentation Agents shall not have, or be deemed to have, any
fiduciary relationship with any other Lender. Each Lender acknowledges that it
has not relied, and will not rely, on the Documentation Agents in deciding to
enter into this Agreement or in taking or not taking any action hereunder.




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                                   ARTICLE IX

                                  MISCELLANEOUS


                  SECTION 9.01. NOTICES. Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
fax, as follows:

                           (a) if to the Borrower or Citadel, to it at City
                  Center West, 7201 West Lake Mead Boulevard, Suite 400, Las
                  Vegas, Nevada 89128 , Attention of Donna L. Heffner (Fax No.
                  (702) 804-5936);

                           (b) if to the Administrative Agent, to Credit Suisse
                  First Boston, Eleven Madison Avenue, New York, New York 10010,
                  Attention of Jessica Totarum (Fax No. (212) 325-8304), with a
                  copy to Credit Suisse First Boston, at Eleven Madison Avenue,
                  New York, New York 10010, Attention of Rupal Hirwe (Fax No.
                  (212) 325-8304); and

                           (c) if to a Lender, to it at its address (or fax
                  number) set forth on Schedule 2.01 or in the Assignment and
                  Acceptance pursuant to which such Lender shall have become a
                  party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.

                  SECTION 9.02. SURVIVAL OF AGREEMENT. All covenants,
agreements, representations and warranties made by the Borrower or Citadel
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Lenders and the Issuing Banks and
shall survive the making by the Lenders of the Loans and the issuance of Letters
of Credit by the Issuing Banks, regardless of any investigation made by the
Lenders or the Issuing Banks or on their behalf, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan
or any Fee or any other amount payable under this Agreement or any other Loan
Document is outstanding and unpaid or any Letter of Credit is outstanding and so
long as the Commitments have not been terminated. The provisions of Sections
2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect
regardless of the expiration of the term of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Agreement or any
other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank.

                  SECTION 9.03. BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by the Borrower, Citadel and the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the


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signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns.

                  SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, Citadel, the
Administrative Agent, the Issuing Banks or the Lenders that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.

                  (b) Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an assignment to a Lender or
an Affiliate or Related Fund of such Lender, (x) the Borrower and the
Administrative Agent (and, in the case of any assignment of a Revolving Credit
Commitment, the Issuing Banks) must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld); provided,
however, that the consent of the Borrower shall not be required to any such
assignment during the continuance of any Event of Default described in
paragraphs (b), (c), (f), (g) or (h) of Article VII, and (y) the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (or, if
less, the entire remaining amount of such Lender's Commitment), (ii) the parties
to each such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500 and (iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and after the
effective date specified in each Assignment and Acceptance, (A) the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement and (B) the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16,
2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving Credit Commitment, and the outstanding
balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and


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                                                                              78










Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Collateral Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

                  (d) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive and the Borrower, the Administrative Agent, the Issuing
Banks, the Collateral Agent and the Lenders may treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Banks,
the Collateral Agent and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of the Borrower,
the Issuing Banks and the Administrative Agent to such assignment, the
Administrative Agent shall (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Lenders and the Issuing Banks. No assignment shall be
effective unless it has been recorded in the Register as provided in this
paragraph (e).

                  (f) Each Lender may without the consent of the Borrower, the
Issuing Banks or the Administrative Agent sell participations to one or more
banks or other entities in all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it); provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participating banks or other entities shall be entitled to the benefit
of the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to
the same extent as if they were Lenders and (iv) the Borrower, the
Administrative Agent, the Issuing Banks and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to the Loans or L/C
Disbursements and to approve any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications or waivers
decreasing any fees payable hereunder or the amount of principal of or the rate
at which interest is payable on the Loans, extending any scheduled principal
payment date or


<PAGE>   80


                                                                              79










date fixed for the payment of interest on the Loans, increasing or extending the
Commitments or releasing any Guarantor or all or any substantial part of the
Collateral).

                  (g) Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.04, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure of
information that has not previously been disclosed in a document that is
available to the public, each such assignee or participant or proposed assignee
or participant shall execute an agreement whereby such assignee or participant
shall agree (subject to customary exceptions) to preserve the confidentiality of
such confidential information on terms no less restrictive than those applicable
to the Lenders pursuant to Section 9.16.

                  (h) Any Lender may at any time assign all or any portion of
its rights under this Agreement, including to any Federal Reserve Bank, to
secure extensions of credit to such Lender; provided that no such assignment
shall release a Lender from any of its obligations hereunder or substitute any
such assignee for such Lender as a party hereto.

                  (i) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if, such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section
9.04, any SPC may (i) with notice to, but without the prior written consent of,
the Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.

                  (j) Neither Citadel nor the Borrower shall assign or delegate
any of its rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Banks and each Lender, and any attempted
assignment without such consent shall be null and void.



<PAGE>   81


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                  SECTION 9.05. EXPENSES; INDEMNITY. (a) The Borrower and
Citadel agree, jointly and severally, to pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Collateral Agent and the
Issuing Banks in connection with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or Letters of
Credit issued hereunder, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent
and the Collateral Agent, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel
(including the allocated cost of internal counsel) for the Administrative Agent,
the Collateral Agent or any Lender.


                  (b) The Borrower and Citadel agree, jointly and severally, to
indemnify the Administrative Agent, the Collateral Agent, each Lender and each
Issuing Bank, each Affiliate of any of the foregoing persons and each of their
respective directors, officers, employees and agents (each such person being
called an "Indemnitee") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees (including the allocated cost of internal counsel),
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated thereby, the performance by the parties thereto of their
respective obligations thereunder or the consummation of the Transactions and
the other transactions contemplated thereby, (ii) the use of the proceeds of the
Loans or issuance of Letters of Credit, (iii) any actual or alleged presence or
Release of Hazardous Materials on, at or under any Properties or Former
Properties, or any Environmental Claim related in any way to the Borrower or the
Subsidiaries, or (iv) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

                  (c) The provisions of this Section 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent, the Collateral Agent, any
Lender or any Issuing Bank. All amounts due under this Section 9.05 shall be
payable on written demand therefor.

                  SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, except to the extent prohibited by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of the Borrower or Citadel against any of
and all the obligations of the Borrower or Citadel now or hereafter existing
under this Agreement and other Loan Documents held by such Lender, irrespective
of whether or not such Lender shall have made any demand under


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this Agreement or such other Loan Document and although such obligations may be
unmatured. The rights of each Lender under this Section 9.06 are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

                  SECTION 9.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER
LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 9.08. WAIVERS; AMENDMENT. (a) No failure or delay of
the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank
in exercising any power or right hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower or any other Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or demand on the Borrower or Citadel in
any case shall entitle the Borrower or Citadel to any other or further notice or
demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower, Citadel and the Required Lenders;
provided, however, that no such agreement shall (i) decrease the principal
amount of, or extend the maturity of or any scheduled principal payment date or
date for the payment of any interest on any Loan or any date for reimbursement
of an L/C Disbursement, or waive or excuse any such payment or any part thereof,
or decrease the rate of interest on any Loan or L/C Disbursement, without the
prior written consent of each Lender affected thereby, (ii) increase or extend
the Commitment or decrease or extend the date for payment of the Commitment Fees
of any Lender without the prior written consent of such Lender, (iii) amend or
modify the pro rata requirements of Section 2.17, the provisions of Section
9.04(j), the provisions of this Section, the definition of the term "Required
Lenders" or release any Guarantor or all or any substantial part of the
Collateral, without the prior written consent of each Lender or modify the
protections afforded to an SPC pursuant to the provisions of Section 9.04(i)
without the written consent of such SPC; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Collateral Agent or any Issuing Bank hereunder or
under any other Loan Document without the prior written consent of the
Administrative Agent, the Collateral Agent or such Issuing Bank.



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                  SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan or participation in any L/C Disbursement, together with all fees,
charges and other amounts which are treated as interest on such Loan or
participation in such L/C Disbursement under applicable law (collectively the
"Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may
be contracted for, charged, taken, received or reserved by the Lender holding
such Loan or participation in accordance with applicable law, the rate of
interest payable in respect of such Loan or participation hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan or participation but were not payable as a
result of the operation of this Section 9.09 shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or participations
or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such
Lender.

                  SECTION 9.10. ENTIRE AGREEMENT. This Agreement, the Engagement
Letter and the other Loan Documents constitute the entire contract between the
parties relative to the subject matter hereof. Any other previous agreement
among the parties with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents. Nothing in this Agreement or in the
other Loan Documents, expressed or implied, is intended to confer upon any party
other than the parties hereto and thereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.

                  SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

                  SECTION 9.12. SEVERABILITY. In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

                  SECTION 9.13. COUNTERPARTS. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as


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                                                                              83










provided in Section 9.03. Delivery of an executed signature page to this
Agreement by fax transmission shall be as effective as delivery of a manually
signed counterpart of this Agreement.

                  SECTION 9.14. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a)
Each of Citadel and the Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any New York
State court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower, Citadel or their
respective properties in the courts of any jurisdiction.

                  (b) Each of Citadel and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.16. CONFIDENTIALITY. The Administrative Agent, the
Collateral Agent, each Issuing Bank and each of the Lenders agrees to keep
confidential (and to use its best efforts to cause its respective agents and
representatives to keep confidential) in accordance with its customary practices
the Information (as defined below) and all copies thereof, extracts therefrom
and analyses or other materials based thereon, except that the Administrative
Agent, the Collateral Agent, any Issuing Bank or any Lender shall be permitted
to disclose Information (a) to such of its respective officers, directors,
employees, agents, affiliates and representatives as need to know such
Information, (b) to a potential assignee or participant of such Lender or any
direct or indirect contractual counterparty in any swap agreement relating to
the Loans or such potential assignee's or participant's or counterparty's
advisors who need to know such Information (provided that any such potential
assignee or participant or counterparty shall, and shall use commercially
reasonable efforts to cause its advisors to, keep confidential all such
Information on the terms set forth in this Section 9.16), (c) to the extent
requested by any regulatory authority, (d) to the extent otherwise required by
applicable laws and regulations or by any subpoena or similar legal process, (e)
in connection with any suit, action or proceeding relating to the enforcement of
its rights hereunder or under the other Loan Documents or (f) to the extent such
Information (i) becomes publicly available


<PAGE>   85


                                                                              84










other than as a result of a breach of this Section 9.16 or (ii) becomes
available to the Administrative Agent, any Issuing Bank, any Lender or the
Collateral Agent on a nonconfidential basis from a source other than the
Borrower or Citadel. For the purposes of this Section, "Information" shall mean
all financial statements, certificates, reports, agreements and information
(including all analyses, compilations and studies prepared by the Administrative
Agent, the Collateral Agent, any Issuing Bank or any Lender based on any of the
foregoing) and that are received from the Borrower or Citadel and related to the
Borrower or Citadel, any shareholder of the Borrower or Citadel or any employee,
customer or supplier of the Borrower or Citadel, other than any of the foregoing
that have been previously disclosed in a document that is available to the
public. The provisions of this Section 9.16 shall remain operative and in full
force and effect for three years after the expiration of this Agreement.



<PAGE>   86


                                                                              85



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


                             CITADEL BROADCASTING COMPANY,

                             by /s/ Donna L. Heffner
                               ------------------------------------------------
                                Name:  Donna L. Heffner
                                Title: Vice President

                             CITADEL COMMUNICATIONS
                             CORPORATION,

                             by /s/ Donna L. Heffner
                               ------------------------------------------------
                                Name: Donna L. Heffner
                                Title: Vice President


                             CREDIT SUISSE FIRST BOSTON, individually
                             and as Administrative Agent, Collateral Agent, and
                             Issuing Bank,

                             by /s/ Julia P. Kingsbury
                               ------------------------------------------------
                                Name: Julia P. Kingsbury
                                Title: Vice President

                             by /s/ Jeffrey B. Ulmer
                               ------------------------------------------------
                                Name: Jeffrey B. Ulmer
                                Title: Vice President




<PAGE>   87


                                                                              86











                             BANK OF AMERICA, N.A.,


                             by /s/ R. Drake
                               ------------------------------------------------
                                Name: R. Drake
                                Title:





<PAGE>   88


                                                                              87











                             BANK OF MONTREAL,


                             by /s/ Yvonne Bos
                               ------------------------------------------------
                                Name: Yvonne Bos
                                Title: Senior Vice President



<PAGE>   89


                                                                              88










                             THE BANK OF NEW YORK,


                             by /s/ Geoffrey C. Brooks
                               ------------------------------------------------
                                Name: Geoffrey C. Brooks
                                Title: Vice President




<PAGE>   90


                                                                              89










                             BANK OF NOVA SCOTIA,


                             by /s/ Ian A. Hodgart
                               ------------------------------------------------
                                Name: Ian A. Hodgart
                                Title: Authorized Signatory



<PAGE>   91


                                                                              90










                             THE CHASE MANHATTAN BANK,


                             by /s/ Joan M. Fitzgibbon
                               ------------------------------------------------
                                Name: Joan M. Fitzgibbon
                                Title: Managing Director



<PAGE>   92


                                                                              91










                             COMPAGNIE FINANCIERE DE CIC ET DE
                             L'UNION EUROPEENNE,


                             by /s/ Anthony Rock
                               ------------------------------------------------
                                Name: Anthony Rock
                                Title: Vice President

                             by /s/ Marcus Edward
                               ------------------------------------------------
                                Name: Marcus Edward
                                Title: Vice President


<PAGE>   93


                                                                              92










                             FINOVA CAPITAL CORPORATION,


                             by /s/ Jeffrey S. Kilrea
                               ------------------------------------------------
                                Name: Jeffrey S. Kilrea
                                Title: Senior Vice President




<PAGE>   94


                                                                              93










                             FIRST UNION NATIONAL BANK,


                             by /s/ Jeffrey M. Graci
                               ------------------------------------------------
                                Name: Jeffrey M. Graci
                                Title: Vice President



<PAGE>   95


                                                                              94










                             FLEET NATIONAL BANK,


                             by /s/ Srbui Seferian
                               ------------------------------------------------
                                Name: Srbui Seferian
                                Title: Banking Officer