as Administrative Agent under the Credit Agreement until the Required Lenders appoint a successorAdministrative Agent.     2. As of the Fourth Amendment Effective Date, each of the parties hereto agrees as follows:(i) the Required Lenders appoint GE Capital as successor Administrative Agent for all purposeswhatsoever under the Credit Agreement and the other Loan Documents; (ii) the Borrower herebyconsents to the appointment of the Successor Agent; (iii) GE Capital hereby accepts its appointmentas Successor Agent; (iv) the Successor Agent shall bear no responsibility for any actions taken oromitted to be taken by the Existing Agent while it served as Administrative Agent under the CreditAgreement and the other Loan Documents; (v) the Existing Agent shall bear no responsibility for anyactions taken or omitted to be taken by the Successor Agent while the Successor Agent serves asAdministrative Agent under the Credit Agreement and the other Loan Documents; and (vi) Borrowerauthorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments withrespect to the Uniform Commercial Code financing statements and other filings in respect of theCollateral as the Successor Agent deems necessary or reasonably desirable to evidence the SuccessorAgent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documentsand each party hereto agrees to execute any documentation reasonably requested by the SuccessorAgent to evidence such succession, at the sole cost and expense of the Borrower.     3. The parties hereto hereby confirm that upon the Fourth Amendment Effective Date, theSuccessor Agent shall become vested with all of the rights, powers, privileges and duties of theAdministrative Agent under each of the Loan Documents, and the Existing Agent is discharged fromall of its duties and obligations as the Administrative Agent under the Credit Agreement or underthe other Loan Documents.     4. The parties hereto hereby confirm that all of the provisions of the Credit Agreement,including, without limitation, Article VIII (The Administrative Agent) and Section 9.03 (Expenses;Indemnity; Damage Waiver) to the extent they pertain to the Existing Agent, continue in effect tothe extent provided in such provisions for the benefit of the Existing Agent, its sub-agents andtheir respective Related Parties in respect of any actions taken or omitted to be taken by any ofthem while the Existing Agent was acting as Administrative Agent and inure to the benefit of theExisting Agent.     5. The Existing Agent hereby assigns to the Successor Agent each of the liens and securityinterests granted or assigned to the Existing Agent under the Loan Documents and the SuccessorAgent hereby assumes all such liens for its benefit and for the benefit of itself and the otherSecured Parties (such term used herein as defined in the Collateral Agreement).     6. Notwithstanding anything herein to the contrary, each Loan Party agrees that all of theLiens granted by any Loan Party under the Loan Documents, shall in all respects be continuing andin effect and are hereby ratified and reaffirmed by each Loan Party and shall be deemed to begranted to the Successor Agent for the benefit of the Secured Parties. Without limiting thegenerality of the foregoing, any reference to the Existing Agent on any publicly filed document, tothe extent such filing relates to the liens and security interests in the Collateral
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assigned hereby and until such filing is modified to reflect the interests of the Successor Agent,shall be deemed to refer to the Successor Agent.     C. **Amendments to Credit Agreement**.     1. Administrative Agent Amendment. All references in the Credit Agreement and theother Loan Documents to the “Administrative Agent” or to Bank of America, in its capacity as theExisting Agent shall refer to GE Capital, as Successor Agent.     2. Amendments to Section 1.01 of the Credit Agreement.     (i) The following new definitions shall hereby be added to Section 1.01 of the CreditAgreement in appropriate alphabetical order:     “Canton Asset Swap” means the substantially concurrent purchase andsale or exchange of the Broadcast Assets of the Canton, Ohio market owned by theBorrower for the Broadcast Assets of the Ann Arbor, Michigan and Battlecreek,Michigan markets owned by Capstar Radio Operating Company and Capstar TX LimitedPartnership.     “CMP Credit Facility” means the credit facilities provided pursuant tothat certain Credit Agreement, dated as of May 5, 2006, by and among CMP SusquehannaCorp., CMP Susquehanna Holdings Corp., Deutsche Bank Trust Company Americas, asadministrative agent, certain subsidiaries of CMP Susquehanna Corp. and the otherlenders party thereto.     “CMP Holdings” means CMP Susquehanna Holdings Corp., a Delawarecorporation.     “CMP Management Agreement” means that certain Management Agreement,dated as of May 3, 2006, between Borrower and CMP Susquehanna Holdings Corp.     “Cumulus Media Partners” means Cumulus Media Partners, LLC.     “Fourth Amendment” means the Amendment No. 4 to Credit Agreement datedas of July 23, 2010 by and among the Borrower, Administrative Agent and the Lendersparty thereto.     “Fourth Amendment Effective Date” means July 27, 2010.     “GE Fee Letter” means that certain fee letter, dated as of July 23,2010, between Borrower and Administrative Agent.     “Susquehanna Holdings” means CMP Susquehanna Radio Holdings Corp., aDelaware corporation.
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     (ii) The definitions of “Administrative Agent”, “Alternate Base Rate”,“Asset Swap Transaction”, “Consolidated EBITDA”, “Federal Funds EffectiveRate”, “LIBO Rate”, “Loan Documents” and “Subsidiary” in Section1.01 of the Credit Agreement are hereby amended by replacing the text of such definitions intheir entirety with the following:     “Administrative Agent” means General Electric Capital Corporation, inits capacity as administrative agent for the Lenders hereunder.     “Alternate Base Rate” means for any day a fluctuating rate per annumequal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b)the rate last quoted by The Wall Street Journal as the “Prime Rate” in the UnitedStates or, if The Wall Street Journal ceases to quote such rate, the highest perannum interest rate published by the Federal Reserve Board in Federal ReserveStatistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”rate or, if such rate is no longer quoted therein, any similar rate quoted therein(as determined by the Administrative Agent) or any similar release by the FederalReserve Board (as determined by the Administrative Agent). Any change in theAlternate Base Rate due to a change in any of the foregoing shall be effective onthe effective date of such change in the “bank prime loan” rate, the Federal FundsEffective Rate.     “Asset Swap Transaction” means a substantially concurrent purchase andsale, or exchange, of a Broadcasting Asset of the Borrower, or all the EquityInterests in a Subsidiary owning a Broadcasting Asset, for a Broadcasting Asset ofanother Person or group of affiliated Persons, or all the Equity Interests in aPerson or group of affiliated Persons owning a Broadcasting Asset, providedthat (a) the portion of Broadcast Cash Flow (for the period of four consecutivefiscal quarters most recently ended prior to the date of such transaction for whichfinancial statements are available after giving pro forma effect to such transactionto the extent approved in writing by the Administrative Agent (such approval not tobe unreasonably withheld, delayed or conditioned)) attributable to such BroadcastingAsset of the Borrower or such Subsidiary being so sold or exchanged shall not exceedthe Broadcast Cash Flow (for the period of four consecutive fiscal quarters mostrecently ended prior to the date of such transaction for which financial statementsare available after giving pro forma effect to such transaction to the extentapproved in writing by the Administrative Agent (such approval not to beunreasonably withheld, delayed or conditioned)) attributable to such BroadcastingAsset of such Person or group of affiliated Persons being so acquired, (b) theBroadcast Cash Flow (for the period of four consecutive fiscal quarters mostrecently ended prior to the date of such transaction for which financial statementsare available after giving pro forma effect to such transaction to the extentapproved in writing by the Administrative Agent (such approval not to beunreasonably withheld, delayed or conditioned)) attributable to such BroadcastingAsset of such Person or group of affiliated Persons being so acquired shall begreater than $0, (c) the Borrower and the Subsidiary Loan Parties are in compliance,on a pro forma basis after giving effect
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to such Asset Swap Transaction, with the covenants contained in Sections6.13, 6.14 and 6.16 recomputed as of the last day of the mostrecently ended fiscal quarter of the Borrower for which financial statements areavailable as if such Asset Swap Transaction had occurred on the first day of eachrelevant period for testing such compliance (using Adjusted EBITDA in lieu ofConsolidated EBITDA for the relevant period) and (d) the Borrower provides theAdministrative Agent with appropriate supporting documentation if reasonablyrequested by the Administrative Agent, including any asset purchase and sale orexchange agreement in connection with such transaction, opinions of counsel inconnection therewith and copies of an FCC consent on Form 732 (or any comparableform issued by the FCC) relating to the transfer of control or assignment of the FCCLicenses of the acquired Broadcasting Asset to the Borrower or its Subsidiaries and,unless the Administrative Agent shall otherwise agree, such consent shall havebecome a Final Order. For purposes of determining the portion of Broadcast Cash Flowattributable to a Broadcasting Asset pursuant to clause (a) or (b) above, if suchBroadcasting Asset was acquired by a Loan Party subsequent to the first day of therelevant period for which the determination is being made, then the portion ofBroadcast Cash Flow attributable to such Broadcasting Asset for such period shall bedeemed to include the pro forma Broadcast Cash Flow that would have beenattributable to such Broadcasting Asset for the portion of such period prior to thedate of acquisition (as though such Broadcasting Asset had been acquired on thefirst day of the relevant period). The Canton Asset Swap shall be deemed to be anAsset Swap Transaction.     “Consolidated EBITDA” means, for any period, Consolidated Net Incomefor such period plus (a) without duplication and to the extent deducted indetermining such Consolidated Net Income, the sum of (i) consolidated interestexpense for such period plus (ii) consolidated income tax expense for suchperiod plus (iii) all amounts attributable to depreciation and amortizationfor such period plus (iv) any extraordinary, unusual or non-recurringexpenses or losses, whether or not otherwise includable as a separate item in thestatement of such Consolidated Net Income for such period plus (v) each of(A) losses on sales of assets outside of the ordinary course of business, (B)impairment of assets (other than current assets), (C) restructuring charges, (D)transaction costs required to be expenses in connection with Permitted Acquisitions,(E) employee stock compensation charges, (F) non-cash contractual obligations, and(G) write-offs of deferred costs for such period plus (vi) any othernon-cash charges (other than write-offs or write-downs during such period ofinventory, accounts receivable or any other current assets in the ordinary course ofbusiness), provided that in the event that the Borrower or any Subsidiarymakes any cash payment in respect of any such non-cash charge, such cash paymentshall be deducted from Consolidated EBITDA in the period in which such payment ismade, minus (b) without duplication and to the extent included indetermining such Consolidated Net Income, the sum of (i) any extraordinary, unusualor non-recurring income or
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gains (including, whether or not otherwise includable as a separate item in thestatement of such Consolidated Net Income for such period, gains on the sales ofassets outside of the ordinary course of business) for such period plus (ii)any other non-cash income, all determined on a consolidated basis in accordance withGAAP, plus (c) without duplication and to the extent not included indetermining such Consolidated Net Income, cash actually received by the Borrower orany Subsidiary from Cumulus Media Partners, LLC, CMP Holdings or SusquehannaHoldings or any of their respective subsidiaries, including without limitation, cashdistributions and cash payments of management fees, less (d) withoutduplication and to the extent not included in determining such Consolidated NetIncome, cash expenses paid in connection with cash distributions and cash paymentsreceived from Cumulus Media Partners, LLC, CMP Holdings or Susquehanna Holdings orany of their respective subsidiaries; plus (e) without duplication and tothe extent not included as accrued revenue or otherwise in determining suchConsolidated Net Income, prepaid management fees actually received by the Borroweror any Subsidiary in cash upon the execution of any CSMS Agreement executed duringsuch period, in an amount not to exceed the management fees payable to the Borrowerand the Subsidiary Loan Parties under such CSMS Agreement on or prior to the firstanniversary of such CSMS Agreement, less (f) without duplication and to theextent not deducted in determining such Consolidated Net Income, (i) any prepaidmanagement fees refunded by the Borrower and the Subsidiary Loan Parties under theterms of any such CSMS Agreements during such period and (ii) any amount expended bythe Borrower or any Subsidiary attributable to such CSMS Agreement, including anysuch amounts that may be capitalized.     “Federal Funds Effective Rate” means, for any day, the rate per annumequal to the weighted average of the rates on overnight Federal funds transactionswith members of the Federal Reserve System arranged by Federal funds brokers on suchday, as published by the Federal Reserve Bank of New York on the Business Day nextsucceeding such day; provided that (a) if such day is not a Business Day,the Federal Funds Effective Rate for such day shall be such rate on suchtransactions on the next preceding Business Day as so published on the nextsucceeding Business Day, and (b) if no such rate is so published on such nextsucceeding Business Day, such rate shall be as determined by the AdministrativeAgent in its sole discretion.     “LIBO Rate” means, for any Interest Period with respect to a EurodollarBorrowing, the rate per annum equal to the British Bankers Association LIBOR Rate(“BBA LIBOR”), as published by Reuters (or other commercially available sourceproviding quotations of BBA LIBOR as designated by the Administrative Agent fromtime to time) at approximately 11:00 a.m., London time, two Business Days prior tothe commencement of such Interest Period, for dollar deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such Interest Period.If no such offered rate exists, such rate will be the rate per annum, as determinedby the Administrative Agent (rounded upwards, if necessary, to the
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nearest 1/100 of 1%) for deposits in Dollars in immediately available funds offeredat 11:00 A.M. (London time) on the second full Business Day next preceding the firstday of each Interest Period by major financial institutions reasonably satisfactoryto the Administrative Agent in the London interbank market for the applicableInterest Period and for an amount equal or comparable to the principal amount of theLoans to be borrowed, converted or continued as Eurodollar Rate Loans on such dateof determination.     “Loan Documents” means this Agreement, each promissory note executed inconnection herewith, the Collateral Agreement, the other Security Documents, andthe GE Fee Letter.     “Subsidiary” means any subsidiary of the Borrower; provided that, solong as the Borrower owns no more than 50% of the equity interest in and has no morethan 50% of the ordinary voting power of any CSMS Counterparty, such CSMSCounterparty shall not be considered a Subsidiary of the Borrower and provided,further that Cumulus Media Partners, CMP Holdings, Susquehanna Holdings and each oftheir subsidiaries will not be considered Subsidiaries of the Borrower regardless ofthe percentage of equity interests and ordinary voting power owned by the Borrower.     3. Amendment to Section 2.12 of the Credit Agreement. Section 2.12 of theCredit Agreement is amended by replacing the text of clause (f) thereof in its entirety with thefollowing:     (f) All interest hereunder shall be computed on the basis of a year of 360days, except that interest computed by reference to the Alternate Base Rate at timeswhen the Alternate Base Rate is based on the “Prime Rate”, as described under clause(b) of the definition of Alternate Base Rate, shall be computed on the basis of ayear of 365 days (or 366 days in a leap year), and in each case shall be payable forthe actual number of days elapsed (including the first day but excluding the lastday). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determinedby the Administrative Agent, and such determination shall be conclusive absentmanifest error.     4. Amendment to Section 6.02 of the Credit Agreement. Section 6.02 of theCredit Agreement is amended by replacing the proviso at the end thereof in its entirety with thefollowing:     provided that, notwithstanding the permitted Liens set forth in clauses(a) through (e) above, the Borrower will not, and will not permit any SubsidiaryLoan Party to, create, incur, assume or permit to exist any Lien on any EquityInterests of (i) Cumulus Media Partners, LLC, CMP Holdings or Susquehanna Holdingsor (ii) any of their respective subsidiaries owned, directly or indirectly, by theBorrower or any Subsidiary Loan Party (other than under this clause (ii), Liens
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granted in connection with any Indebtedness in existence on the Fourth AmendmentEffective Date and refinancings in respect thereof).     5. Amendment to Section 6.03 of the Credit Agreement. Section 6.03 of theCredit Agreement is amended by replacing clause (a)(v) thereof in its entirety with the following:     (v) (A) a Subsidiary Loan Party may merge into another Person, or may permitanother Person to merge into it, in order to effect a Permitted Acquisition in whichthe surviving entity is a Subsidiary Loan Party or (B) any subsidiary of theBorrower may merge into Cumulus Media Partners, CMP Holdings or Susquehanna Holdingsor may permit any of them to merge into it to effect a transaction permitted underSection 6.04(g)(ii) so long as, in each case, (1) prior to such merger, suchsubsidiary has no assets and (2) following such merger, the surviving entity is nota Subsidiary of the Borrower     6. Amendment to Section 6.04 of the Credit Agreement. Section 6.04 of theCredit Agreement is amended by replacing clause (g) thereof in their entirety with the following:     (g) (i) Permitted Acquisitions; provided that the consideration foreach Permitted Acquisition shall consist solely of cash, Equity Interests of theBorrower, the assumption of Indebtedness of the acquired Person or encumbering theacquired assets or Indebtedness referred to in clause (vi) of Section6.01(a) or a combination thereof (and, if such Permitted Acquisition is orincludes an Asset Swap Transaction, a Broadcasting Asset or all the Equity Interestsin a Subsidiary owning a Broadcasting Asset); and (ii) the acquisition of up to 100%of the Equity Interests of Cumulus Media Partners, CMP Holdings or SusquehannaHoldings (to the extent that the business of CMP Holdings or Susquehanna Holdingsacquired constitutes substantially all of the business of Cumulus Media Partners);provided that with respect to this clause (ii), as of the date of suchacquisition, (A) no Default has occurred and is continuing or would resulttherefrom, (B) the consideration paid for such acquisition (or series or group ofrelated acquisitions) takes the form of Equity Interests of the Borrower or is paidsolely from the proceeds of a substantially contemporaneous issuance of EquityInterests of the Borrower, (C) with respect to the acquisition of SusquehannaHoldings, each agreement of Cumulus Media Partners or CMP Holdings obligatingCumulus Media Partners or CMP Holdings to pay management fees to Borrower shallhave been assigned to Susquehanna Holdings pursuant to an assignment agreementsatisfactory in form and substance to Administrative Agent and Susquehanna Holdingsshall not be subject to any contractual obligation prohibiting or restricting thepayment of such management fees more restrictive than any such restrictions to whichCMP Holdings is subject on the date hereof, and (D) substantially contemporaneouslywith an acquisition under this clause (ii), wherein as a result thereof Borrower,directly or indirectly, owns all or substantially all of the Equity Interests ofCumulus Media Partners, CMP Holdings or Susquehanna Holdings, the Borrower pays afee to GE Capital, as Agent for the account of each Consenting Lender (as defined inthe Fourth
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Amendment), equal to 0.25% of the aggregate Revolving Commitments and outstandingTerm Loans of the Consenting Lenders as of July 20, 2010 for ratable distribution tothe Consenting Lenders based on such respective Revolving Commitments andoutstanding Term Loans; providedfurther, that (i) notwithstandinganything to the contrary contained herein or in the definition of PermittedAcquisition, the Borrower may complete the Canton Asset Swap and (ii) no PermittedAcquisitions (other than the Canton Asset Swap) shall be permitted under this clause(g) during the Third Amendment Covenant Suspension Period;     7. Amendment to Section 6.04 of the Credit Agreement. Section 6.04 of theCredit Agreement is amended further by adding the following new clause (l):     (l) (i) investments in Cumulus Media Partners made on or after the FourthAmendment Effective Date in an aggregate amount not exceeding $1,000,000;provided that (A) each such investment is made in exchange for additionalEquity Interests of Cumulus Media Partners, (B) each such investment is used to curepending financial covenant defaults under the CMP Credit Facility with respect tothe fiscal quarter of Cumulus Media Partners ending immediately prior to suchinvestment, (C) the CMP Management Agreement remains in full force and effect at thetime of such investment, and Cumulus Media Partners is paying on a timely basis itsannual management fees to the Borrower of at least $4,000,000, and (D) the Borrowerprovides information in form and substance acceptable to the Administrative Agentdemonstrating that all financial covenant defaults under the CMP Credit Facilityhave been or will be cured simultaneously with the making of such investment and(ii) investments after the Fourth Amendment Effective Date consisting of EquityInterests in Cumulus Media Partners, CMP Holdings or Susquehanna Holdings acquiredin accordance with Section 6.04(g).     8. Amendment to Section 6.05 of the Credit Agreement. Section 6.05 of theCredit Agreement is amended by replacing clause (e) thereof in its entirety with the following:     (e) any Asset Swap Transaction; provided, that the Canton Asset Swapshall be permitted without regard to any of the requirements and limitations setforth in the definition of Asset Swap Transaction to the extent that terms of theCanton Asset Swap are the same in all material respects as those previouslydisclosed to the Administrative Agent; providedfurther, that to theextent that any consideration (other than a Broadcasting Asset or all the EquityInterests in a Person or group of affiliated Persons owning a Broadcasting Asset) isreceived by any Loan Party in connection with such transaction, such transactionshall be treated as a sale of the relevant assets that must comply with clause (c)above;     9. Amendment to Section 6.06 of the Credit Agreement. Section 6.06 of theCredit Agreement is amended by replacing such Section in its entirety with the following:
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          SECTION 6.06 Sale and Leaseback Transactions. The Borrower will not, and willnot permit any of the Subsidiary Loan Parties to, enter into any arrangement, directly orindirectly, whereby it shall sell or transfer any property, real or personal, used or usefulin its business, whether now owned or hereinafter acquired, and thereafter rent or leasesuch property or other property that it intends to use for substantially the same purpose orpurposes as the property sold or transferred (a “Sale-Leaseback Transaction”),except for (a) any such sale of any fixed or capital assets (other than assets acquiredpursuant to any Permitted Acquisition) that is made for cash consideration in an amount notless than the cost of such fixed or capital asset and is consummated within 90 days afterthe Borrower or such Subsidiary Loan Party acquires or completes the construction of suchfixed or capital asset and (b) Sale-Leaseback Transactions made after the Fourth AmendmentEffective Date with respect to communications towers having a fair market value in theaggregate of no more than $20,000,000 so long as the Net Proceeds of such Sale-LeasebackTransactions are applied to repay the Term Loans in the inverse order of their scheduledrepayment dates pursuant to Section 2.09.     10. Amendment to Article VIII of the Credit Agreement. Article VIII of the CreditAgreement is hereby amended by deleting the seventh paragraph thereof in its entirety with respectto the simultaneous resignation as Issuing Bank by Bank of America at any time it also resigns asAdministrative Agent, and inserting the following in lieu thereof:     The Issuing Bank may resign at any time by notifying the Administrative Agent, theLenders and the Borrower. Upon any such resignation, the Required Lenders shall have theright, with the consent of the Borrower, to appoint a successor Issuing Bank;provided that no such consent of the Borrower shall be required if an Event ofDefault has occurred and is continuing. If no successor shall have been so appointed by theRequired Lenders and shall have accepted such appointment within 90 days after the retiringIssuing Bank gives notice of its resignation, then the retiring Issuing Bank may, on behalfof the Lenders and the Issuing Bank, appoint a successor Issuing Bank which shall be a bankwith an office in New York, New York, or an Affiliate of any such bank. Upon the acceptanceof its appointment as Issuing Bank hereunder by a successor, (a) such successor shallsucceed to and become vested with all the rights, powers, privileges and duties of theretiring Issuing Bank, and the retiring Issuing Bank shall be discharged from its duties andobligations under the Loan Documents (if not already discharged therefrom as provided inthis Section) and (b) the successor Issuing Bank shall issue letters of credit insubstitution for the Letters of Credit, if any, outstanding at the time of such successionor make other arrangements satisfactory to the retiring Issuing Bank with respect to suchLetters of Credit. Without limiting the foregoing or any obligation of any Lender pursuantto Sections 2.04(d) or (e), in the event no such successor has been appointed at the end ofsuch 90 day period in accordance with this Section, (i) the Issuing Bank may notify theBorrower and the Lenders that no qualifying Person has either been appointed or acceptedsuch appointment, and that such resignation shall nonetheless become effective in accordancewith such notice and the retiring Issuing Bank shall be discharged from its duties andobligations hereunder (including the duty and obligation toissue any additional Letters of Credit after the giving of such notice) and under the otherLoan Documents and (ii) the Borrower shall immediately deposit in a non-interest
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bearing account with the Issuing Bank an amount in cash equal to the LC Exposure as of suchdate (or make other arrangements satisfactory to the retiring Issuing Bank). Each suchdeposit shall be held by the Issuing Bank as collateral for the payment and performanceobligations arising under such Letters of Credit and the Issuing Bank shall have exclusivedominion and control, including the exclusive right of withdrawal, over such account.     11. Amendment to Schedule 9.01 to the Credit Agreement. Schedule 9.01 to theCredit Agreement is amended by replacing the address and telecopy number of the AdministrativeAgent with the following:General Electric Capital Corporation