Offer to Purchase

Pursuant to the settlement agreement, dated as of March 19, 2008 (the “Settlement Agreement”), among Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), the trustee and certain holders named therein, the Company is offering to: (i) purchase (the “Offer to Purchase”) for cash, on a pro rata basis, up to $55.0 million aggregate principal amount of its 1.875% Convertible Subordinated Notes due 2011 (the “Existing Notes”) that are tendered and not withdrawn at a price of $900 per $1,000 principal amount of the Existing Notes (the “cash consideration”), and (ii) to the extent that more than $55.0 million principal amount of the Existing Notes are validly tendered to the Company and not withdrawn for cash consideration, exchange (the “Exchange Offer” and, together with the Offer to Purchase, the “Offer”) $1,000 principal amount of its newly authorized Amended and Restated Convertible Subordinated Notes due 2011 (the “Amended Notes”) for each $1,000 principal amount of Existing Notes (the “exchange consideration” and, together with the cash consideration, the “consideration”). The initial annual interest rate on the Amended Notes will be 4.00% and may increase in the future under the circumstances described in this Offer to Purchase and Exchange. If more than $55.0 million principal amount of the Existing Notes are validly tendered to the Company and not withdrawn for cash consideration, then a maximum of $55.0 million principal amount of the Existing Notes will be accepted for the cash consideration on a pro rata basis, as described elsewhere in this Offer to Purchase and Exchange. In the event that pro-ration of Existing Notes validly tendered and not withdrawn by any holder would result in the purchase of Existing Notes in a principal amount other than an integral multiple of $1,000, the Company will increase or decrease, in its discretion, the principal amount of the Existing Notes to be purchased from such holder to the next higher or lower integral multiple of $1,000. The Existing Notes that are not accepted for cash consideration because of such pro-ration will be treated as having been validly tendered to the Company for the exchange consideration.

In all cases, the Company will pay the consideration plus accrued and unpaid interest only in respect of Existing Notes that are validly tendered and not properly withdrawn prior to the Expiration Date under the terms and conditions of the Offer described in this Offer to Purchase and Exchange and the accompanying letter of transmittal (the “Letter of Transmittal,” and together with this Offer to Purchase and Exchange and the documents incorporated by reference herein, the “Offer Documents”).

The Company agrees, on the terms and subject to the conditions set forth in the Offer Documents, to promptly pay to registered holders of Existing Notes (each a “Holder” and, collectively, the “Holders”) accepted for exchange in this Offer the consideration to which such Holders are entitled. Payment for Existing Notes

validly tendered (and not withdrawn) and accepted for payment will be made on June 6, 2008 (the “Payment Date”), unless extended by the Company in its sole discretion. In the event that the Offer is withdrawn or otherwise not completed, the consideration will not be paid or become payable to Holders of the Existing Notes who have validly tendered their Existing Notes pursuant to the Offer.

On March 19, 2008, upon receipt of the consent of Holders of a majority in aggregate principal amount of the Existing Notes, the Company and Wilmington Trust Company, the trustee under the indenture governing the Existing Notes, entered into a supplemental indenture that amended some of the terms of such indenture (the “Supplemental Indenture”). Those amendments are described in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on March 25, 2008.

Notwithstanding any other provision of the Offer, the Company’s obligation to accept for purchase, and to pay for, Existing Notes validly tendered pursuant to the Offer is conditioned upon the following having occurred on or prior to the Expiration Date: (a) there being validly tendered and not validly withdrawn at least a majority in aggregate principal amount of the outstanding Existing Notes (the “Minimum Tender Condition”), and (b) the satisfaction of the General Conditions (as defined herein). The Offer may be amended or extended. Pursuant to the terms of the Settlement Agreement, Holders of a majority in aggregate principal amount of the Existing Notes have irrevocably agreed to tender all of their Existing Notes in the Offer. However, we cannot assure you that they will actually do so.

For a discussion of certain factors that you should consider in connection with the Offer, please carefully read the section captioned “Risk Factors” beginning on page 9. The Company has not authorized any person to provide any information or to make any representation in connection with the Offer being made hereby other than the information contained or incorporated by reference in the Offer Documents, and if any person provides any of this information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by the Company. The Company is not asking you for a proxy or consent and you are requested not to send the Company a proxy or consent.

Any Holder desiring to tender Existing Notes should either (i) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions therein and send or deliver such manually signed Letter of Transmittal (or a manually signed facsimile thereof) and any other required documents, including without limitation, certificates evidencing such Existing Notes (or, in the case of Existing Notes delivered by book-entry transfer, confirmation of the transfer of such Existing Notes into the account of Wilmington Trust Company, as Depositary (the “Depositary”), with a Book-Entry Transfer Facility (as defined herein) pursuant to the procedures set forth herein), to the Depositary, or (ii) request such Holder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such Holder. A beneficial owner who has Existing Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owner desires to tender such Existing Notes so registered. See “The Offer—Procedures for Tendering Notes.”

Participants in the Depository Trust and Clearing Corporation (“DTC”) may electronically transmit their acceptance of the Offer by causing DTC to transfer Existing Notes to the Depositary in accordance with the DTC Automated Offer to Purchase Program (“ATOP”). DTC will then send an Agent’s Message (as defined herein) to the Depositary. See “The Offer—Procedures for Tendering Notes.”

Any questions or requests for assistance may be directed to the Company at the address and telephone number set forth on the back cover of this Offer to Purchase and Exchange. Requests for additional copies of this Offer to Purchase and Exchange or the accompanying Letter of Transmittal or any other documents also may be obtained from the Company. Beneficial owners may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

Holders who wish to be eligible to receive the consideration pursuant to the Offer must validly tender (and not withdraw) their Existing Notes to the Depositary on or prior to the Expiration Date. Existing Notes tendered prior to the Expiration Date may be validly withdrawn at any time on or prior to the Expiration Date and at any time thereafter if the Offer is terminated without any Existing Notes being purchased thereunder. As a result, a Holder who validly withdraws and does not validly re-tender previously tendered Existing Notes will not receive the cash consideration, exchange consideration or combination thereof, as the case may be. Tendered Existing Notes may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date.

The consideration will be paid on the Payment Date, which will be promptly following the date that the Company accepts Existing Notes for purchase and payment pursuant to the Offer (the “Acceptance Date”). The Acceptance Date is expected to be the business day following the Expiration Date. If a Holder’s Existing Notes are not accepted for purchase and payment by the Company pursuant to the Offer such Holder will not receive the consideration. See “The Offer—Withdrawal of Tenders; Absence of Appraisal Rights.”

See “The Offer—Conditions of the Offer” and “Certain U.S. Federal Income Tax Considerations” for discussions of certain factors that should be considered in evaluating the Offer.

The Company may extend the Expiration Date for one or more specified periods. The Company, in its sole discretion, also may waive any of the conditions or, subject to the terms of the Settlement Agreement, amend any of the terms of the Offer, in whole or in part, at any time and from time to time. See “The Offer—Conditions of the Offer.”

The Company files reports and other information with the Commission. Such reports and other information filed by the Company with the Commission pursuant to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be inspected and copied at the public reference facilities maintained by the Commission. Copies of such materials can be obtained at prescribed rates from the Public Reference Section of the Commission at 100 F Street NE, Washington, D.C. 20549 or through the Commission’s website (http://www.sec.gov).

The following documents filed with the Commission with respect to the Company are incorporated herein by reference and shall be deemed to be a part hereof:

(i) The Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on February 29, 2008.

(ii) The Company’s Current Reports on Form 8-K filed with the Commission on January 28, February 12, March 5, March 19, March 25, and April 16, 2008.

(iii) The Company’s Registration Statement on Form 8-A filed with the Commission on July 22, 2003.

All documents and reports filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Offer to Purchase and Exchange and prior to the termination of the Offer shall be deemed incorporated herein by reference and shall be deemed to be a part hereof from the date of filing of such documents and reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this Offer to Purchase and Exchange, shall be deemed to be modified or superseded for purposes of this Offer to Purchase and Exchange to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Certain matters in the Offer Documents and the documents incorporated by reference therein, including, without limitation, certain matters discussed in our Annual Report on Form 10-K for the year ended December 31, 2007 under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures about Market Risk,” constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Those statements include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, future events and financial trends affecting the Company.

Forward-looking statements are typically identified by the words “believes,” “expects,” “anticipates,” “continues,” “intends,” “likely,” “may,” “plans,” “potential,” “will,” and similar expressions, whether in the negative or the affirmative. All statements other than the statements of historical fact are “forward-looking statements” for the purposes of federal and state securities laws, including, without limitation, any projections on pro forma statements of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the expected effect of the business combination with ABC Radio Holdings, Inc.; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any assumptions underlying any of the foregoing. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements.

Readers are cautioned that any such forward-looking statements are not guarantees of future performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties, and other factors, some of which are beyond our control, which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the impact of current or pending legislation and regulation, antitrust considerations, the impact of pending or future litigation or claims, and other risks and uncertainties, including, but not limited to: changes in economic conditions in the U.S.; fluctuations in interest rates; changes in market conditions that could impair the Company’s goodwill or intangible assets; changes in industry conditions; changes in governmental regulations; changes in policies or actions or in regulatory bodies; changes in uncertain tax positions and tax rates; changes in dividend policy; changes in capital expenditure requirements; the risk that the business combination with ABC Radio Holdings, Inc. may be less favorable for the Company than originally expected; as well as those matters described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2007, which is incorporated by reference herein.

All forward-looking statements in this report are qualified by these cautionary statements. The Company undertakes no obligation to publicly update or revise these forward-looking statements because of new information, future events or otherwise.

The Offer Documents contain important information which should be read before any decision is made with respect to the Offer.

Neither the Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Offer to Purchase and Exchange. Any representation to the contrary is a criminal offense.

This Offer to Purchase and Exchange does not constitute an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws. The delivery of this Offer to Purchase and Exchange shall not under any circumstances create any implication that the information contained herein is correct as of any time

subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in the affairs of the Company or any of its subsidiaries or affiliates since the date hereof.

The Company is relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to exempt the Exchange Offer from the registration requirements of the Securities Act with respect to the exchange of the Existing Notes for the Amended Notes. The Company also is relying on Section 18(b)(4)(C) of the Securities Act to exempt the Exchange Offer from state securities law requirements. The Company has not filed a registration statement under the Securities Act or any other federal or state securities laws with respect to the Amended Notes that may be deemed to be offered by virtue of this Offer.

The Company has no arrangement or understanding with any broker, dealer, agent or other person to solicit tenders of the Existing Notes. Regular employees of the Company who will not receive additional compensation therefore may solicit tenders from Holders. No broker, dealer, agent or other person has been authorized to give any information or to make any representation not contained in this Offer to Purchase and Exchange and, if given or made, such information or representation may not be relied upon as having been authorized by the Company. Neither the delivery of this Offer to Purchase and Exchange nor any purchase hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof, or that there has been no change in the affairs of the Company as of such time.

The Company makes no recommendation that any Holder tender or refrain from tendering all or any portion of the principal amount of such Holder’s Existing Notes, and no one has been authorized by the Company to make such recommendation. Holders must make their own decisions as to whether to tender Existing Notes and, if so, the principal amount of Existing Notes to tender.

SUMMARY

The Company

The Company is the third largest radio broadcasting company in the United States based on net broadcasting revenue. As of April 30, 2008, the Company owned and operated 165 FM and 58 AM radio stations, with a national footprint reaching more than 50 markets in 27 states and the District of Columbia. The Company’s predecessor company was founded in 1991. In 2001, affiliates of Forstmann Little & Co. acquired substantially all of the Company’s outstanding common stock in a leveraged buyout transaction. In addition, the Company owns and operates the ABC Radio Network, which is the third largest radio network in the broadcasting industry and which produces and distributes a variety of radio programming and formats and syndicates across approximately 4,000 station affiliates and 8,500 program affiliations.

For further information regarding the Company, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Current Reports on Form 8-K, which are incorporated by reference herein. The Company’s principal executive offices are located at City Center West, Suite 400, 7201 West Lake Mead Boulevard, Las Vegas, Nevada 89128 and its telephone number at that address is (702) 804-5200.

Financial Information

For audited historical financial statements as of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which is incorporated by reference herein.

For unaudited pro forma financial information, please see the section titled “Unaudited Pro Forma Financial Information” in this Offer to Purchase and Exchange.

The Offer

The material terms of the Offer are summarized below. Holders are encouraged to read the risks discussed under “Risk Factors” and included under the heading “Item 1.A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which is incorporated by reference herein, and the detailed descriptions in the sections entitled “The Offer” and “Description of the Amended Notes.”

Securities to be Exchanged

The Company is making the Offer for all of its Existing Notes, of which $330.0 million principal amount are outstanding. The CUSIP numbers of the Existing Notes are 17285TAA4 and 17285TAB2.

The Offer

The Company is offering: (i) to purchase for cash, on a pro rata basis, up to $55.0 million aggregate principal amount of the Existing Notes that are tendered and not withdrawn at a price of $900 per $1,000 principal amount of Existing Notes, and (ii) to the extent that more than $55.0 million aggregate principal amount of the Existing Notes are validly tendered to the Company and not withdrawn, to exchange $1,000 principal amount of its newly authorized Amended and Restated Convertible Subordinated Notes due 2011 for each $1,000 principal amount of Existing Notes.

Expiration Date

The Expiration Date of the Offer will be 5:00 p.m., New York City Time, on June 5, 2008, unless extended by the Company in its sole discretion.

Acceptance Date

The date on which the Company accepts Existing Notes for purchase and payment pursuant to the Offer. The Acceptance Date is expected to be the business day following the Expiration Date.

Payment Date

The closing of the Offer will be as promptly as practicable after the Acceptance Date.

Conditions to the Offer

The Offer is subject to (a) there being validly tendered and not validly withdrawn at least a majority in aggregate principal amount of the outstanding Existing Notes and (b) the satisfaction of the General Conditions (as defined herein). While Holders of a majority in aggregate principal amount of the Existing Notes have agreed to tender all of their Existing Notes in the Offer, we cannot assure you that they will actually do so.

Withdrawal Rights

Existing Notes tendered may be withdrawn any time at or prior to the Expiration Date by following the procedures described in this Offer to Purchase and Exchange.

Required Approvals

No federal or state regulatory requirements must be complied with and no approvals need be obtained in the United States in connection with the Offer, other than those with which we have complied or will comply, or those approvals which we have obtained or will obtain, including the qualification with the Commission of the indenture governing the Amended Notes pursuant to the Trust Indenture Act of 1939, as amended.

Appraisal Rights

Holders do not have dissenters’ rights or appraisal rights with respect to the Offer.

Certain U.S. Federal Income Tax Considerations

The exchange of Existing Notes for cash only will be treated as a taxable exchange for U.S. federal income tax purposes, and a tendering Holder generally would recognize gain or loss, if any, on the exchange.

The exchange of Existing Notes for cash and Amended Notes will be reported by the Company as a tax-free recapitalization in which a tendering Holder would not be permitted to recognize loss, but generally would be required to recognize gain to the extent of the cash received. This treatment is not free from doubt, and it is possible that the exchange for cash and Amended Notes would be completely taxable.

The proper treatment of the Amended Notes is complex and subject to substantial uncertainty.

See “Certain U.S. Federal Income Tax Considerations.”

Brokerage Commissions

Tendering Holders are not required to pay any brokerage commissions in connection with the Offer.

The following unaudited pro forma financial information is presented for illustrative purposes only, giving effect to the Offer and assuming that all the Holders validly tender and do not withdraw their Existing Notes. The unaudited pro forma consolidated balance sheet as of December 31, 2007 assumes that the Offer occurred as of that date, and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2007 assumes that the Offer occurred as of January 1, 2007. The Company derived the historical financial data as of and for the year ended December 31, 2007 from the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which is incorporated by reference herein.

The unaudited pro forma financial information has been prepared based upon available information and assumptions that management believes are reasonable, including that all Holders validly tender and do not withdraw their Existing Notes. However, the unaudited pro forma financial information is presented for illustrative and informational purposes only, and does not purport to represent what the Company’s results of operations or financial condition would have been if the Offer had occurred on the assumed dates nor is it necessarily indicative of the Company’s future performance. The unaudited pro forma financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which is incorporated by reference herein.

The pro forma adjustment presented in the unaudited pro forma consolidated statement of operations reflects a decrease of $0.2 million in the amount of loan cost amortization recognized in the historical financial statements as a result of the write off of loan costs resulting from the purchase of $55.0 million of Existing Notes.

The contingent interest rate adjustments included in the Amended Notes are required to be accounted for in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. Accordingly, the Company has valued the derivative associated with these contingent interest rate features in the amount of approximately $5.1 million, with a corresponding discount, which is being amortized over the remaining term of the Amended Notes. The Company calculated an estimated discount on the Amended Notes compared to a minimum base rate of interest of 4.0% per annum in 2008 and considering various redemption scenarios. The impact of the additional expense resulting from the amortization of the discount on the Amended Notes has been included as an adjustment of $1.2 million to interest expense in the unaudited pro forma consolidated statement of operations.

The Company measures the estimated fair value of its derivative financial instruments as of each reporting date, and any increase or decrease in fair value of the derivative liability is recognized immediately in earnings as an adjustment to interest expense. The fair value of the derivative could change in future periods depending on fluctuations in the assumptions underlying the Company’s estimates, including the amount and timing of redemptions of the Amended Notes, and any changes could be material.

In addition to other information contained in the Offer Documents, when making a decision regarding whether to tender the Existing Notes in the Offer, we urge Holders to consider the risks discussed below as well as the risks included under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on February 29, 2008 and incorporated by reference herein.

Holders may suffer a reduction in the market value of their Existing Notes if the Offer is not completed.

By participating in the Offer, Holders are agreeing to exchange their Existing Notes for either (i) cash or (ii) cash and Amended Notes, depending on the principal amount of Existing Notes that are validly tenders (and not withdrawn) and accepted for exchange. Once a Holder’s Existing Notes are tendered, such Holder will be unable to trade its Existing Notes in the open market or otherwise, unless such Holder withdraws its Existing Notes from the Offer. In the event that the Offer is not consummated for any reason, the Existing Notes tendered in the Offer will be released to their original Holders and will be freely tradable as before. However, the fact that the Company was unable to complete the Offer may substantially reduce the liquidity and market value of the Existing Notes.

If Holders do not tender their Existing Notes and the Offer is consummated, there will be a smaller public trading market for such Holder’s Existing Notes and the market price of such Holder’s Existing Notes may decline further.

Pursuant to the terms of the Settlement Agreement, Holders of a majority of the aggregate principal amount of Existing Notes have agreed to tender all of their Existing Notes in the Offer. If the Offer is consummated, the trading and the liquidity of the market for Existing Notes are likely to be very limited since there will be a smaller principal amount of Existing Notes outstanding. A debt security with a smaller outstanding principal amount available for trading, a smaller “float”, may command a significantly lower price than would a comparable debt security with a greater float. Therefore, following consummation of the Offer, the market price for the Existing Notes may decline significantly and the price at which trading on the Existing Notes occurs could be extremely volatile. Following consummation of the Offer, an active market in the Existing Notes may not exist and the untendered Existing Notes may trade at a lower price.

The Amended Notes constitute a new issue of securities with no established trading market. We do not intend to apply for listing of the Amended Notes on any securities exchange or for quotation through any automated dealer quotation system. Although large institutional holders may make a market in the Amended Notes after the completion of the Offer, they are not obligated to do so and may discontinue any such market making activities at any time without notice. Accordingly, no assurance can be given as to the liquidity of, or adequate trading markets for, the Amended Notes.

The U.S. federal income tax treatment of the exchange of the Existing Notes for cash and Amended Notes and the proper tax reporting of income from the Amended Notes is uncertain.

Although the exchange of Existing Notes for cash and Amended Notes will be reported by the Company as a tax-free recapitalization for federal income tax purposes, it is possible that this exchange would be fully taxable.

The proper treatment of the Amended Notes is complex and subject to substantial uncertainty. There is no published authority directly addressing debt instruments having features similar to the Amended Notes. Although the Company intends to characterize and report income on the Amended Notes in a manner it believes is

reasonable, there can be no assurance that the Internal Revenue Service (“IRS”) might not successfully challenge the Company’s treatment. In particular, it is possible that the Amended Notes will be contingent payment debt instruments subject to complex tax accounting and other special rules that may be adverse to investors. Under the contingent payment debt regulations, investors might be required to recognize substantial amounts of original issue discount income prior to the receipt of the related cash payment, and any gain from the Amended Notes would generally be treated as ordinary income, rather than capital gain. Holders should read the section “Certain U.S. Federal Income Tax Considerations” for a more complete discussion of the material federal income tax consequences of the Offer. Each Holder should consult its own tax advisor concerning the federal income tax consequences in light of such Holder’s particular situation as well as any consequences arising under the laws of any other tax jurisdiction.

The Company has not obtained a third-party determination that the Offer is fair to the Holders of the Existing Notes.

The Company is not making a recommendation whether Holders should exchange their Existing Notes and Holders are not required to exchange their Existing Notes. The Company has not retained and does not intend to retain any unaffiliated representative to act solely on behalf of the Holders for purposes of negotiating the terms of the Offer and/or preparing a report concerning the fairness of the Offer. The Company cannot assure Holders of the Existing Notes that the value of the cash and Amended Notes exchangeable in the Offer will equal or exceed the value of the Existing Notes, and we do not take a position as to whether you ought to participate in the Offer. Your participation, if any, will be at your sole election. You should consult your individual financial and tax advisors to determine what is best for you.

The Company may purchase or repay any Existing Notes not tendered in the Offer on terms that could be more favorable to Holders of Existing Notes than the terms of the Offer.

The Company may, at any time and from time to time, purchase Existing Notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers, repayment at maturity or otherwise. Any other purchases may be made on the same terms or on terms which are more or less favorable to Holders than the terms of the Offer. The Company also reserves the right to repay any Existing Notes not tendered. If the Company decides to repurchase or repay Existing Notes that are not tendered in the Offer on terms that are more favorable than the terms of the Offer, those Holders that decided not to participate in the Offer would be better off than those that participated in the Offer. However, if a U.S. bankruptcy case were commenced, the Company would have no further ability to repurchase any of the Existing Notes.

If a Holder exchanges its Existing Notes in the Offer and the Company subsequently files or is forced into bankruptcy, the cash consideration received may be treated as preferences under U.S. Bankruptcy Law and may be disallowed.

If a Holder chooses to exchange its Existing Notes in the Offer and receives the consideration and the Company were to file for bankruptcy or the Company’s creditors were to force it into bankruptcy within 90 days after the closing of the Offer, there is a risk that the bankruptcy court may determine that the payment of the cash consideration is a voidable preference made at the expense of the Company’s other creditors and disallow the payments. In that event, a Holder may be required to return the cash consideration it received in the Offer.

While the Company believes that the following description covers the material terms of the Offer, this summary may not contain all of the information that is important to a Holder. For a more complete understanding of the Offer, please read this entire Offer to Purchase and Exchange and the other documents to which we refer and incorporate by reference herein.

The Company is offering to exchange cash and Amended Notes for all of the outstanding Existing Notes on the terms and subject to the conditions set forth in the Offer Documents.

The Offer is intended to retire $55.0 million of the indebtedness represented by the Existing Notes, and to replace the remaining portion (i.e., $275 million) of that indebtedness with the Amended Notes.

The Company agreed to conduct the Offer pursuant to the Settlement Agreement. A description of the Settlement Agreement is included in the Company’s current report on Form 8-K, filed on March 25, 2008, and the Settlement Agreement is filed therein as an exhibit, which is incorporated by reference herein.

Pursuant to the Settlement Agreement, Holders of a majority in aggregate principal amount of the Existing Notes have agreed to tender all of their Existing Notes pursuant to the Offer. However, we cannot assure you that such Holders will tender any of their Existing Notes.

Following the consummation of the Offer, if any Existing Notes remain outstanding, the Company may from time to time acquire Existing Notes through open market purchases, privately negotiated transactions, offers to purchase, exchange offers or otherwise, upon such terms and at such prices as it may determine, which may be more or less than the price paid pursuant to the Offer and may involve cash or other consideration.

The total amount of funds required to purchase $55.0 million aggregate principal amount of the Existing Notes and to pay all fees and expenses in connection therewith is estimated to be approximately $50.9 million (e.g., $49.5 million for the Existing Notes and $1.4 million in accrued and unpaid interest and other expenses associated with the Offer), assuming that at least $55.0 million aggregate principal amount of the Existing Notes are validly tendered and not withdrawn on or prior to the Expiration Date. If less than $55.0 million aggregate principal amount of the Existing Notes are tendered, then the amount of funds required for such purpose will be less.

The Offer Documents contain important information which should be read carefully before any decision is made with respect to the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Company is offering to purchase for cash, on a pro rata basis, up to $55.0 million aggregate principal amount of the Existing Notes and to exchange all of the remaining Existing Notes tendered.

In consideration for Existing Notes that Holders validly tender for cash and do not properly withdraw before the Expiration Date (assuming the satisfaction of all conditions of the Offer, including the Minimum Tender Condition) and that are accepted by the Company, Holders will receive $900 per $1,000 principal amount of the Existing Notes. The cash consideration will be paid on the Payment Date.

Notwithstanding the foregoing, the Company will pay the cash consideration only for a maximum of $55.0 million in aggregate principal amount of Existing Notes. If more than $55.0 million in aggregate principal amount of Existing Notes are validly tendered and the conditions to the Offer are satisfied, the Company will

accept only $55.0 million in aggregate principal amount of Existing Notes for the cash consideration, and the principal amount of Existing Notes so tendered that we accept from Holders for the cash consideration will be pro-rated based upon the product of the principal amount of Existing Notes so tendered by such Holder, multiplied by a fraction, of which (i) the numerator is $55.0 million and (ii) the denominator is the total principal amount of Existing Notes so tendered.

The excess of the principal amount of Existing Notes validly tendered by a Holder over the principal amount of Existing Notes accepted by the Company for cash consideration, pro-rated as described in the preceding paragraph, will be exchanged by the Company for the Amended Notes with a principal amount equal to the principal amount of such Existing Notes.

For example, assuming that Existing Notes with an aggregate principal amount of $200 million are tendered in the Offer, a Holder that tenders $5.0 million principal amount of Existing Notes would receive the following consideration:

In the event that pro-ration of Existing Notes validly tendered and not withdrawn by any Holder would result in the purchase of Existing Notes in a principal amount other than an integral multiple of $1,000, the Company will increase or decrease, in its discretion, the principal amount of the Notes to be purchased from such Holder to the next higher or lower integral multiple of $1,000.

Holders who tender Existing Notes on or prior to the Expiration Date will receive the consideration for such Existing Notes on the Payment Date.

The principal differences between the Existing Notes and the Amended Notes are (i) the interest rate, and (ii) the redemption provisions. The Existing Notes provided for a fixed interest rate of 1.875%. The Amended Notes provide for an initial interest rate of 4.00% per annum, which will be adjusted as described under “Description of the Amended Notes—General.” The Amended Notes also contain a series of redemption provisions which provide the Company with the option to redeem Amended Notes at fixed redemption prices, as well as the obligation to redeem Amended Notes at fixed redemption prices using the proceeds of certain asset sales. Unlike the Existing Notes, the Amended Notes do not provide for a “Provisional Redemption” whereby the Company may redeem such Amended Notes if the price of the Company’s common stock were to reach certain pre-determined targets in relation to the conversion price of such Amended Notes. In addition, the definition of a “fundamental change” in the indenture governing the Amended Notes clarifies that the Company’s transactions entered into with The Walt Disney Company and ABC Radio Holdings, Inc., whereby the Company purchased the ABC Radio Network and 22 ABC Radio stations on June 12, 2007, do not constitute a fundamental change. As a result of the Settlement Agreement and the Supplemental Indenture, the definition of a “fundamental change” in the indenture governing the Existing Notes has been similarly amended.

Notwithstanding any other provision of the Offer, the Company will not be required to accept for purchase, or to pay for, Existing Notes tendered pursuant to the Offer and may terminate, extend or amend the Offer and may (subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of the Offer) postpone the acceptance for purchase of, and payment for, Existing Notes so tendered if, on or prior to the Expiration Date, any of the following shall not have occurred: (i) satisfaction of the Minimum Tender Condition; and (ii) satisfaction of the General Conditions.

For purposes of the foregoing provision, all the “General Conditions” shall be deemed to be satisfied on the Expiration Date, unless any of the following conditions shall occur on or after the date of this Offer to Purchase and Exchange and prior to the Expiration Date:

(i) there shall have been instituted, threatened or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Offer, that is, or is reasonably likely to be, in the reasonable judgment of the Company, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company, or which would or might, in the reasonable judgment of the Company, prohibit, prevent, restrict or delay consummation of the Offer;

(ii) there shall have occurred any development which would, in the reasonable judgment of the Company, materially adversely affect the business of the Company;

(iii) an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the reasonable judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the Offer, or that is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company;

(iv) there shall have occurred or be likely to occur any event affecting the business or financial affairs of the Company, that, in the reasonable judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the Offer;

(v) the Trustee shall have objected in any respect to or taken any action that could, in the reasonable judgment of the Company, adversely affect the consummation of the Offer, or shall have taken any action that challenges the validity or effectiveness of the procedures used by the Company in the making of the Offer or the acceptance of, or payment for, the Existing Notes; or

(vi) there shall have occurred (1) any general suspension of, or limitation on prices for, trading in securities in U.S. securities or financial markets, (2) a material impairment in the trading market for debt securities, (3) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States, (4) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the reasonable judgment of the Company, might affect the extension of credit by banks or other lending institutions, (5) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, or (6) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

The conditions to the Offer are for the sole benefit of the Company and may be asserted by the Company in its reasonable discretion regardless of the circumstances giving rise to such conditions or may be waived by the Company, in whole or in part, in its reasonable discretion, whether or not any other condition of the Offer also is waived. The Company has not made a decision as to what circumstances would lead it to waive any such condition, and any such waiver would depend on circumstances prevailing at the time of such waiver. Any determination by the Company concerning the events described in this section shall be final and binding upon all persons.

Although the Company has no present plans or arrangements to do so, the Company reserves the right, subject to the terms of the Settlement Agreement, to amend, at any time, the terms of the Offer. The Company will give Holders notice of such amendments as may be required by applicable law.

The Offer will expire at 5:00 p.m. New York City time, on June 5, 2008, unless extended by the Company. The Company expressly reserves the right to extend the Offer on a daily basis or for such period or periods as it may determine in its sole discretion from time to time by giving oral (confirmed in writing) or written notice to the Depositary and by making a public announcement by press release prior to 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date. During any extension of the Offer, all Existing Notes previously tendered and not accepted for purchase will remain subject to the Offer and may, subject to the terms and conditions of the Offer, be accepted for purchase by the Company.

To the extent it is legally permitted to do so and subject to the terms of the Settlement Agreement, the Company expressly reserves the absolute right, in its sole discretion, to (i) waive any condition to the Offer, (ii) amend any of the terms of the Offer and (iii) modify the consideration. Any waiver or amendment to the Offer will apply to all Existing Notes tendered, regardless of when or in what order such Existing Notes were tendered. If the Company makes a material change in the terms of the Offer or if it waives a material condition of the Offer, the Company may disseminate additional Offer materials and may extend the Offer, in each case to the extent required or permitted by law. See “—Withdrawal of Tenders; Absence of Appraisal Rights.”

The Company expressly reserves the right, in its sole discretion, to terminate the Offer if any of the conditions set forth above under “—Conditions of the Offer” shall not have occurred. Any such termination will be followed promptly by public announcement thereof. In the event the Company shall terminate the Offer, it shall give immediate notice thereof to the Depositary, and all Existing Notes theretofore tendered and not accepted for payment will be returned promptly to the tendering Holders thereof. In the event that the Offer is withdrawn or otherwise not completed, the consideration will not be paid or become payable to Holders of the Existing Notes who have validly tendered their Existing Notes in connection with the Offer. See “—Conditions of the Offer” and “—Withdrawal of Tenders; Absence of Appraisal Rights.”

Upon the terms and subject to the conditions of the Offer, the Company will accept for purchase, and promptly pay for, Existing Notes validly tendered pursuant to the Offer (or defectively tendered, if such defect has been waived by the Company) and not validly withdrawn, after the later of (i) the Expiration Date, and (ii) the satisfaction or waiver of the conditions specified above under “—Conditions of the Offer.”

The Company expressly reserves the right, in its sole discretion, to delay acceptance for purchase or exchange of Existing Notes tendered under the Offer or the payment or exchange for Existing Notes accepted for purchase or exchange (subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of an Offer to Purchase), or to terminate the Offer and not accept for purchase or exchange any Existing Notes not theretofore accepted for purchase if any of the conditions set forth above under “—Conditions of the Offer” shall not have been satisfied or waived by the Company or in order to comply, in whole or in part, with any applicable law. In all cases, payment for Existing Notes accepted for purchase or exchange pursuant to the Offer will be made only after timely receipt by the Depositary of certificates representing Existing Notes (or confirmation of book-entry transfer thereof), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other documents required thereby.

For purposes of the Offer, the Company will be deemed to have accepted for purchase validly tendered Existing Notes (or defectively tendered Existing Notes with respect to which the Company has waived such

defect) if, as and when the Company gives oral (confirmed in writing) or written notice thereof to the Depositary. Payment for Existing Notes accepted for purchase in the Offer will be made by the Company by depositing the cash consideration in federal funds with the Depositary on the Payment Date. The Depositary will act as agent for the tendering Holders for the purpose of receiving and transmitting the cash consideration to such Holders. Upon the terms and subject to the conditions of the Offer, delivery of the cash consideration for Existing Notes accepted for purchase pursuant to the Offer will be made by the Depositary promptly after receipt of funds for the payment of such Existing Notes by the Depositary.

Tenders of Existing Notes pursuant to the Offer will be accepted only in principal amounts equal to $1,000 or integral multiples thereof, provided that the foregoing will not restrict Holders from tendering all Existing Notes that they beneficially own. In the event that pro-ration of Existing Notes validly tendered and not withdrawn by any Holder would result in the purchase of Existing Notes in a principal amount other than an integral multiple of $1,000, the Company will increase or decrease, in its discretion, the principal amount of the Existing Notes to be purchased from such Holder to the next higher or lower integral multiple of $1,000.

If any tendered Existing Notes are not accepted for payment or exchange for any reason pursuant to the terms and conditions of the Offer, or if certificates are submitted evidencing more Existing Notes than those which are tendered, certificates evidencing unpurchased Existing Notes will be returned, without expense, to the tendering Holder (or, in the case of Notes tendered by book-entry transfer into the Depositary’s account at a Book-Entry Transfer Facility (as defined below) pursuant to the procedure set forth under the caption “—Procedures for Tendering Notes—Book-Entry Transfer” below, such Existing Notes will be credited to the account maintained at such Book-Entry Transfer Facility from which such Existing Notes were delivered), unless otherwise requested by such Holder under “Special Delivery Instructions” in the Letter of Transmittal, promptly following the Acceptance Date or the termination of the Offer.

The Company reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase all or any portion of the Existing Notes tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Company of its obligations under the Offer and will in no way prejudice the rights of tendering Holders to receive payment for Existing Notes validly tendered and not validly withdrawn and accepted for payment pursuant to the Offer.

Holders of Existing Notes tendered and accepted for payment pursuant to the Offer will be entitled to accrued and unpaid interest on their Existing Notes up to, but not including, the Payment Date. Under no circumstances will any additional interest be payable because of any delay on behalf of the Depositary in the transmission of funds to the Holders of purchased Existing Notes or otherwise.

Holders of Existing Notes that are exchanged for Amended Notes will be entitled to accrued and unpaid interest on their Existing Notes up to, but not including, the Payment Date. Interest on the Amended Notes issued in exchange for Existing Notes will be payable at the initial rate of 4.00% per annum from and including the Payment Date. Interest on the Amended Notes will be payable at a rate of 2.125% per annum retroactively from January 1, 2008 to, but not including, the Payment Date, pursuant to the terms of the Amended Notes. See “Description of the Amended Notes—General.” As a result, Holders of Existing Notes that are exchanged in the Offer will effectively be entitled to interest at a rate of 4.00% per annum from January 1, 2008 pursuant to the terms of their Existing Notes and Amended Notes.

Tendering Holders of Existing Notes purchased in the Offer will not be obligated to pay brokerage commissions or transfer taxes with respect to the purchase of their Existing Notes unless neither the “Special Payment Instructions” box nor the “Special Delivery Instructions” box on the Letter of Transmittal has been completed, as described in the Instructions thereto. The Company will pay all other charges and expenses in connection with the Offer.

Tender of Notes Held Through DTC. The Depositary and DTC have confirmed that the Offer is eligible for ATOP. Accordingly, DTC participants may electronically transmit their acceptance of the Offer by causing DTC to transfer Existing Notes to the Depositary in accordance with DTC’s ATOP procedures for transfer. DTC will then send an Agent’s Message to the Depositary.

The term “Agent’s Message” means a message transmitted by DTC, received by the Depositary and forming part of the Book-Entry Confirmation (as defined herein), which states that DTC has received an express acknowledgment from the participant in DTC tendering Existing Notes, which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and this Offer to Purchase and Exchange, and that the Company may enforce such agreement against such participant.

Tender of Existing Notes Held in Physical Form. For a Holder validly to tender Existing Notes held in physical form pursuant to the Offer, a properly completed and validly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by the Instructions to the Letter of Transmittal, must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase and Exchange, and certificates for tendered Existing Notes must be received by the Depositary at such address prior to the Expiration Date.

Letters of Transmittal and Existing Notes should be sent only to the Depositary, and not to the Company or to any Book-Entry Transfer Facility.

The method of delivery of Existing Notes, Letters of Transmittal and all other required documents to the Depositary is at the election and risk of the Holder tendering Existing Notes. Delivery of such documents will be deemed made only when actually received by the Depositary. If such delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary prior to such respective date. No alternative, conditional or contingent tenders of Existing Notes will be accepted.

Signature Guarantees. All signatures on the Letter of Transmittal must be guaranteed by a firm that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office in the United States (an “Eligible Institution”)), unless (a) the Letter of Transmittal is signed by the registered Holder of the Existing Notes tendered therewith (or by a participant in one of the Book-Entry Transfer Facilities whose name appears on a security position listing as the owner of such Existing Notes) and payment of the consideration is to be made, or if any Existing Notes for principal amounts not tendered or not accepted for purchase are to be issued, directly to such Holder (or, if tendered by a participant in one of the Book-Entry Transfer Facilities, any Existing Notes for principal amounts not tendered or not accepted for purchase are to be credited to such participant’s account at such Book-Entry Transfer Facility) and neither the “Special Payment Instructions” box nor the “Special Delivery Instructions” box on the Letter of Transmittal has been completed, or (b) such Existing Notes are tendered for the account of an Eligible Institution.

Book-Entry Transfer. The Depositary will seek to establish a new account or utilize an existing account with respect to the Existing Notes at DTC (DTC being a “Book-Entry Transfer Facility”) promptly after the date of this Offer to Purchase and Exchange (to the extent such arrangements have not been made previously by the Depositary), and any financial institution that is a participant in the Book-Entry Transfer Facility system and whose name appears on a security position listing as the owner of the Existing Notes may make book-entry delivery of Existing Notes by causing the Book-Entry Transfer Facility to transfer such Existing Notes into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer.

However, although delivery of Existing Notes may be effected through book-entry transfer into the Depositary’s account at a Book-Entry Transfer Facility, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and validly executed, with any required signature guarantees or an Agent’s Message acknowledging acceptance of the terms of the Letter of Transmittal and the Offer to Purchase and Exchange, and any other required documents, must, in any case, be received by the Depositary at one of the addresses set forth on the back cover of this Offer to Purchase and Exchange on or prior to the Expiration Date. The confirmation of a book-entry transfer of Existing Notes into the Depositary’s account at a Book-Entry Transfer Facility as described above is referred to herein as a “Book-Entry Confirmation.” Delivery of documents to the Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary.

Proper Execution and Delivery of Letter of Transmittal. If a Holder wishes to participate in the Offer, delivery of its Existing Notes, signature guarantees and other required documents to the Depositary before the Expiration Date is that Holder’s responsibility. Delivery is not complete until the required items are actually received by the Depositary. If a Holder mails these items, the Company recommends that such Holder (1) uses registered mail with return receipt requested, properly insured, and (2) mails the required items sufficiently in advance of the Expiration Date with respect to the Offer to allow sufficient time to ensure timely delivery. Do not send Letters of Transmittal or other Offer Documents to the Company.

If the Letter of Transmittal is signed by the Holders of Existing Notes tendered thereby, the signatures must correspond with the names as written on the face of the Existing Notes without any change whatsoever.

If any of the Existing Notes tendered thereby are held by two or more Holders, each Holder must sign the Letter of Transmittal. If any of the Existing Notes tendered thereby are registered in different names on different Existing Notes, it will be necessary to complete, sign and submit as many separate Letters of Transmittal, and any accompanying documents, as there are different registrations of certificates.

If the Letter of Transmittal is signed by a person other than the holder of the Existing Notes listed on the Letter of Transmittal, those Existing Notes must be properly endorsed or accompanied by a properly completed bond power, signed by the Holder exactly as the Holder’s name appears on those Existing Notes. If the Letter of Transmittal or any Existing Notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to act must be submitted with the Letter of Transmittal. See also “—Signature Guarantees” above.

Guaranteed Delivery Procedures. If you desire to tender your Existing Notes and you cannot complete the procedures for book-entry transfer set forth above on a timely basis, you may still tender your Existing Notes if:

Other Matters. Notwithstanding any other provision hereof, payment for Existing Notes accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Existing Notes, (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (c) any other documents required by the Letter of Transmittal. Under no circumstances will interest be paid on the cash consideration, regardless of any delay in making such payments.

Tenders of Existing Notes pursuant to any of the procedures described above, and acceptance thereof by the Company for purchase, will constitute a binding agreement between the Company and the tendering Holder, upon the terms and subject to the conditions of the Offer in effect on the Acceptance Date.

All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders of Existing Notes will be determined by the Company, in its sole discretion, the determination of which shall be final and binding. Alternatively, conditional or contingent tenders of Existing Notes will not be considered valid. The Company reserves the absolute right to reject any or all tenders of Existing Notes that are not in proper form or the acceptance of which, in the Company’ opinion, would be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Existing Notes.

The Company’s interpretation of the terms and conditions of the Offer (including the instructions in the Letter of Transmittal) will be final and binding.

Any defect or irregularity in connection with tenders of Existing Notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of Existing Notes will not be deemed to have been made until all defects and irregularities have been waived by the Company or cured. None of the Company, the Depositary, the Trustee or any other person will be under any duty to give notice of any defects or irregularities in tenders of Existing Notes, or will incur any liability to Holders for failure to give any such notice.

Backup Withholding. For a discussion of federal income tax considerations related to back-up withholding, see “Certain U.S. Federal Income Tax Considerations.”

Existing Notes tendered prior to the Expiration Date may be validly withdrawn at any time on or prior to the Expiration Date. Holders who wish to exercise their right of withdrawal with respect to the Offer must give written notice of withdrawal delivered by mail, hand delivery or manually signed facsimile transmission, which notice must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and Exchange on or prior to the Expiration Date or at such other permissible times as are described herein. In order to be valid, a notice of withdrawal must specify the name of the person who deposited the Existing Notes to be withdrawn (the “Depositor”), the name in which the Existing Notes are registered (or, if tendered by book-entry transfer, the name of the participant in the Book-Entry Transfer Facility whose name appears on the security position listing as the owner of such Existing Notes), if different from that of the Depositor, and the principal amount of Existing Notes to be withdrawn. If certificates have been delivered or otherwise identified (through confirmation of book-entry transfer of such Existing Notes) to the Depositary, the name of the Holder and the certificate number or numbers relating to such Existing Notes withdrawn must also be furnished to the Depositary as aforesaid prior to the physical release of the certificates for the withdrawn Existing Notes (or, in the case of Existing Notes transferred by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with withdrawn Existing Notes). The notice of withdrawal must be signed by the Holder in the same manner as the Letter of Transmittal (including, in any case, any required signature guarantee(s)), or be accompanied by evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of such Existing Notes. Withdrawals of tendered Existing Notes may not be rescinded and any Existing Notes withdrawn will thereafter be deemed not

validly tendered for purposes of the Offer. However, validly withdrawn Existing Notes may be re-tendered by following the procedures therefor described in “—Procedures for Tendering Notes” at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of any delivery or revocation of a tendered Existing Note will be determined by the Company in its sole discretion, which determination shall be final and binding. None of the Company, the Trustee, the Depositary or any other person will be under any duty to give notification of any defect or irregularity in any delivery or revocation of a tendered Existing Note or incur any liability for failure to give any such notification.

There are no appraisal or other similar statutory rights available to Holders in connection with the Offer.

Wilmington Trust Company has been appointed Depositary for the Offer. All deliveries and correspondence sent to the Depositary should be directed to one of the addresses set forth on the back cover of this Offer to Purchase and Exchange. The Company will pay the Depositary customary fees for its services and reimburse the Depositary for its reasonable out-of-pocket expenses in connection therewith. The Company has also agreed to indemnify the Depositary for certain liabilities.

The Company will act as information agent with respect to the Offer. Requests for additional copies of any of the Offer Documents may be directed to the Company at the address and telephone number set forth on the back cover of this Offer to Purchase and Exchange.

In connection with the Offer, directors, officers and employees of the Company and its affiliates may solicit tenders by use of the mail, personally or by telephone, facsimile, telegram or other similar messages. The Company will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Offer to Purchase and Exchange and related documents to the beneficial owners of the Existing Notes and in handling or forwarding tenders of Existing Notes by their customers.

The Offer is not being made to (nor will tenders of Existing Notes be accepted from or on behalf of) Holders of Existing Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Company, in its sole discretion, may take such action as it may deem necessary to make the Offer lawful in any such jurisdiction, and may extend the Offer to Holders of Existing Notes in such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of the Company that is not contained in this Offer to Purchase and Exchange or in the Letter of Transmittal and, if given or made, such information should not be relied upon.

Neither the Company nor its Board of Directors is making any recommendation regarding whether Holders should tender their outstanding Existing Notes and accept the consideration pursuant to the Offer. Holders must make their own determination as to whether to tender outstanding Existing Notes.

The Exchange Offer is being made by the Company in reliance on the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(9) thereof. The Company therefore will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting tenders of the outstanding Existing Notes. The Company has not retained any dealer, manager or other agent to solicit tenders with respect to the Exchange Offer. Additional solicitation may be made by telephone, facsimile or in person by officers and regular employees of the Company and its subsidiaries.

Tendering Holders of Existing Notes will not be required to pay any expenses of soliciting tenders in the Offer. However, if a tendering Holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such Holder may be required to pay brokerage fees or commissions.

The Company is making the principal solicitation by mail. However, where permitted by applicable law, additional solicitations may be made by facsimile transmission, telephone or in person by the Company’s officers and other employees and its affiliates.

All Existing Notes tendered but not repurchased in the Offer for cash consideration will be exchanged for Amended Notes. The following discussion is a summary of the material provisions of the Amended Notes and the indenture governing the Amended Notes (the “Amended Notes Indenture”). Since this discussion is a summary, it does not contain all of the information that may be important to registered holders of Amended Notes (for purposes of this section, each a “Holder” and, collectively, the “Holders”) in making an investment decision. Therefore, Holders should carefully review the terms of the Amended Notes and the Amended Notes Indenture, a form of which is attached hereto as Annex A. The terms of the Amended Notes will also include those made a part of the Amended Notes Indenture by reference to the Trust Indenture Act of 1939, as amended.

The Amended Notes are general unsecured obligations of the Company and will be limited to an aggregate principal amount of $275 million. The Amended Notes will initially bear interest at 4.00%, from the Payment Date. Interest on the Amended Notes will be payable at a rate of 2.125% per annum retroactively from January 1, 2008 to, but not including, the Payment Date. As a result, Holders of Existing Notes that are exchanged in the Offer will effectively be entitled to interest at a rate of 4.00% per annum from January 1, 2008 pursuant to the terms of the Offer.

If, as of December 31, 2008, the aggregate principal amount of the remaining outstanding Amended Notes is greater than $165.0 million, then (i) the annual interest rate on the Amended Notes outstanding as of December 31, 2008 shall retroactively increase by 2.00% to a rate of 6.00% (the “Interest Step-Up”) per annum, which increase shall be deemed to have accrued from and including January 1, 2008, and the Interest Step-Up that is so deemed to have accrued from and including January 1, 2008 but is unpaid shall be paid on the next interest payment date (as defined below) to Holders at the close of business on the relevant record date specified herein; and (ii) at all times from and after January 1, 2009, the annual interest rate on any Amended Notes outstanding shall equal the “2009 Interest Rate,” which shall be determined in the following manner:

If, as of December 31, 2008, the aggregate principal amount of the remaining outstanding Amended Notes is less than or equal to $165.0 million, then (i) on January 1, 2009, the annual interest rate on the Amended Notes

outstanding as of such date shall be increased to a rate of 8.00% per annum, which increase shall be effective through December 31, 2009; and (ii) at all times from and after January 1, 2010, the annual interest rate on any Amended Notes outstanding shall be equal the “2010 Interest Rate,” which shall determined in the following manner:

For purposes of determining the interest rate as described above, the aggregate principal amount of remaining outstanding Amended Notes will be determined as set forth in the Amended Notes Indenture; provided that, for purposes of this determination, any Amended Note held by the Company or any of its Subsidiaries will cease to be outstanding.

The Company will pay interest semi-annually on February 15 and August 15 of each year (each, an “interest payment date”), commencing on August 15, 2008 (the “initial interest payment date”) to Holders of record on the preceding February 1 and August 1, respectively. Interest on the Amended Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Payment Date; provided that the Amended Notes outstanding on the Payment Date shall be deemed to have accrued interest from and including January 1, 2008 to but excluding the Payment Date, and the Company promises to pay such interest, at a rate of 2.125% (the “make-whole interest payment”). Such make-whole interest payment shall be paid on the initial interest payment date to Holders of record as of August 1, 2008. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

The Amended Notes will mature on February 15, 2011 (unless earlier redeemed at the Company’s option under limited circumstances, converted into common stock at the option of the Holder or repurchased by the Company at the option of the Holder under limited circumstances) and are the Company’s subordinated obligations.

The Amended Notes Indenture does not contain any restrictions on the payment of dividends or the repurchase of the Company’s securities or any financial covenants. The Amended Notes Indenture does not contain any covenants or other provisions to afford protection to Holders of the Amended Notes in the event of a highly leveraged transaction or a change in control of the Company except to the extent described under “—Repurchase at Option of Holder Upon a Fundamental Change”.

The Company is a holding company with no operations of its own. The Company’s ability to pay its obligations under the Amended Notes depends upon its ability to obtain cash dividends or obtain loans from its subsidiaries or receive interest and principal on amounts loaned to subsidiaries. The Company and its operating subsidiaries are separate and distinct legal entities, and the Company’s operating subsidiaries have no obligation, contingent or otherwise, under the Amended Notes and the Amended Notes Indenture to pay or guarantee the Company’s obligations under the Amended Notes or to pay any dividends or make any other distributions to the Company.

Holders have the option to convert any portion of the principal amount of any Amended Note that is an integral multiple of $1,000 into shares of the Company’s common stock at any time at a conversion price of $25.16 per share on or prior to the close of business on the maturity date, unless the Amended Notes have been previously redeemed or repurchased. Each Holder’s right to convert an Amended Note called for redemption will terminate at the close of business on the second business day prior to the redemption date, unless the Company defaults in making payment due upon redemption.

The conversion date shall be the date on which the Amended Notes and all of the items required for conversion shall have been so delivered and the requirements for conversion have been met. A Holder delivering an Amended Note for conversion will be required to pay any taxes or duties payable in respect of the issue or delivery of the common stock upon conversion in a name other than that of the Holder.

The conversion privilege and price will be subject to adjustment upon the occurrence of certain events, including:

No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided, however, that any adjustment that would otherwise be

required to be made shall be earned forward and taken into account in any subsequent adjustment. The Company may from time to time voluntarily reduce the conversion price for a period of at least 20 days. Fractional shares of common stock will not be issued upon conversion. In lieu of shares, the Company will issue a check for the current market value of such fractional shares rounded to the nearest cent based on the market price of the common stock.

Except as described below, no payment or adjustment will be made for interest accrued on a converted Amended Note or for dividends or distributions on any common stock issued upon conversion of any Amended Note. If Holders submit Amended Notes for conversion between a record date and the opening of business on the next interest payment date (except for Amended Notes or portions of Amended Notes converted after February 1, 2011, the last record date, or (a) called for redemption on a redemption date or (b) subject to purchase following a fundamental change on a purchase date, in each case of (a) or (b) occurring during the period from the close of business on a record date and ending on the opening of business on the first business day after the next interest payment date), such Holders must pay funds equal to the interest payable on the principal amount being converted.

(A) Redemption Right During 2008. The Amended Notes may be redeemed at the election of the Company, as a whole or in part from time to time, on or at any time prior to December 31, 2008, at a redemption price equal to $900 per $1,000 principal amount of the Amended Notes redeemed plus accrued and unpaid interest thereon, and the Holders shall have the obligation to surrender such Amended Notes.

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

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

principal amount of the Amended Notes redeemed, plus accrued and unpaid interest thereon, until the aggregate principal amount of the remaining outstanding Amended Notes is equal to or less than $82.5 million and the Holders shall have the obligation to surrender such Amended Notes. Within 60 days after the receipt by the Company of $50.0 million or more of aggregate Net Proceeds from 2008 Asset Sales, the Company shall have redeemed the applicable amount of Amended Notes in accordance with the terms set forth above, and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2008 Asset Sales, the Company shall redeem the applicable amount of Amended Notes in accordance with the terms set forth above.

(ii) 2009 Asset Sales. To the extent the Company receives any Net Proceeds of Asset Sales during the period from January 1, 2009 through December 31, 2009 (“2009 Asset Sales”), then, subject to the last sentence of this paragraph, the Company shall be required to apply the Net Proceeds from 2009 Asset Sales to redeem Amended Notes at the applicable redemption price set forth in paragraph (B) above, plus accrued and unpaid interest thereon, until the aggregate principal amount of the remaining outstanding Amended Notes is equal to or less than $82.5 million, and the Holders shall have the obligation to surrender such Amended Notes. Within 60 days of receipt by the Company of $40.0 million or more of aggregate Net Proceeds from 2009 Asset Sales, the Company shall have redeemed the applicable amount of Amended Notes in accordance with the terms set forth above and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2009 Asset Sales, the Company shall redeem the applicable amount of Amended Notes in accordance with the terms set forth above.

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

For purposes of determining the principal amount of Amended Notes to be redeemed as described above, the aggregate principal amount of remaining outstanding Amended Notes will be determined as set forth in the Amended Notes Indenture; provided that, for purposes of this determination, any Amended Note held by the Company or any of its Subsidiaries will cease to be outstanding.

If a Fundamental Change (as defined below) occurs, each Holder shall have the right, at the Holder’s option, to require the Company to repurchase all of such Holder’s Amended Notes, or any portion thereof that is an integral multiple of $1,000, on the date (the “Fundamental Change Purchase Date”) selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”).

Unless the Company shall have theretofore called for Redemption all the outstanding Amended Notes, on or before the 30th day after the occurrence of a Fundamental Change, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Amended Notes a notice (the “Fundamental Change Company Notice”) describing, among other things, the occurrence of such Fundamental Change and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Fundamental Change Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of

Manhattan, The City of New York. To exercise the repurchase right, a Holder must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Fundamental Change Company Notice (the “Final Surrender Date”) the Amended Notes with respect to which the right is being exercised, which, in the case of Amended Notes issued in definitive form, must be duly endorsed for transfer to the Company.

If consideration sufficient to pay the Fundamental Change Purchase Price of and accrued and unpaid interest on, all Amended Notes or portions thereof to be purchased as of the Fundamental Change Purchase Date is deposited with the Paying Agent, then on the Fundamental Change Purchase Date, the Holder thereof shall have no other rights other than the right to receive the Fundamental Change Purchase Price, together with accrued and unpaid interest up to but not including the Fundamental Change Purchase Date, upon surrender of such Amended Note.

The Company shall pay the Fundamental Change Purchase Price, at its option, either in cash or common stock (or a combination of cash and common stock) and shall specify the type of consideration for the Fundamental Change Purchase Price in the Fundamental Change Company Notice; provided that the Company’s right to exercise its election to repurchase Amended Notes through the issuance of shares of common stock shall be conditioned upon: (1) the registration of such shares of common stock under the Securities Act, if required; (2) any qualification of such shares of common stock under the applicable state securities laws, if necessary, or the availability of an exemption from such qualification; (3) the listing of such shares of common stock on a United States national securities exchange or the quotation of such shares of common stock in an inter-dealer quotation system of any registered United States national securities association; (4) the receipt by the Trustee of an officers’ certificate stating: (i) that the terms of the issuance of the shares of common stock are in conformity with the Amended Notes Indenture; (ii) that the shares of common stock to be issued in payment of the Fundamental Change Purchase Price in respect of the Amended Notes have been duly authorized and, when issued and delivered pursuant to the terms of the Amended Notes Indenture in payment of the Fundamental Change Purchase Price in respect of Amended Notes, will be validly issued, fully paid, non-assessable and free from preemptive rights; (iii) that the conditions in clauses (i) and (ii) of this paragraph (4) and the conditions in paragraphs (1) – (3) above have been satisfied in all material respects; and (iv) the number of shares of common stock to be issued for each $1,000 principal amount of Amended Notes and the quoted price of a share of common stock on each trading day during the period the average Quoted Price is calculated; and (5) the receipt by the Trustee of an opinion of counsel stating that: (i) the shares of common stock to be issued in payment of the Fundamental Change Purchase Price in respect of Amended Notes have been duly authorized, and when issued and delivered pursuant to the terms of the Amended Notes Indenture in payment of the Fundamental Change Purchase Price in respect of Amended Notes, will be validly issued, fully paid and non-assessable and (ii) the shares of common stock to be issued upon payment of the Fundamental Change Purchase Price are not subject to any restrictions on transfer under the Securities Act. If the foregoing conditions are not satisfied prior to 5:00 p.m., New York City time, on the business day immediately preceding the Fundamental Change Purchase Date, the Company shall pay the entire Fundamental Change Purchase Price in respect of the Amended Notes being redeemed in cash. For a discussion of the tax treatment of a Holder receiving cash, common stock, or a combination thereof. See “Certain U.S. Federal Income Tax Considerations.”

Payments made in common stock in accordance with the terms of the Amended Notes Indenture will be valued at 97% of the average of the quoted prices of the common stock for the five consecutive trading days ending on the trading day immediately preceding the Fundamental Change Purchase Date.

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

(ii) a change in the Board of Directors in which the individuals who constituted the Board of Directors at the beginning of the two-year period immediately preceding such change (together with any other director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or

(iii) any consolidation of the Company with, or merger of the Company into, any other person, any merger of another person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another person (other than (a) a stock-for-stock merger, (b) a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of common stock, (c) a merger that is effected solely to change the jurisdiction of incorporation of the Company, (d) any consolidation with or merger of the Company into a wholly owned subsidiary, or any sale or transfer by the Company of all or substantially all of its assets to one or more of its wholly owned subsidiaries, in any one transaction or a series of transactions or (e) any transaction in which the Principals and/or Related Parties have, directly or indirectly, 50% or more of the total voting power of all shares of capital stock of the continuing or surviving corporation or entity to which such assets are sold or transferred, entitled to vote generally in elections of directors of the continuing or surviving corporation immediately after the transaction; provided, in any such case (a)-(e), that the resulting corporation or each such subsidiary assumes or guarantees the Company’s obligations under the Amended Notes); provided that a Fundamental Change shall not occur with respect to any such transaction described in paragraph (i), (ii) or (iii) above if either (x) the last sale price of the common stock for any five trading days during the ten trading days immediately preceding the later of the public announcement by the Company of such transaction or the occurrence of such Fundamental Change is at least equal to 105% of the conversion price in effect on such trading day or (y) the consideration in such transaction to the holders of common stock consists of cash, securities that are, or immediately upon issuance will be, listed on a national securities exchange or quoted on The Nasdaq National Market, or a combination of cash and such securities, and the aggregate fair market value of such consideration (which, in the case of such securities, shall be equal to the average of the last sale prices of such securities during the ten consecutive trading days commencing with the sixth trading day following consummation of the transaction) is at least 105% of the conversion price in effect on the date immediately preceding the closing date of such transaction; provided further that any action made or taken by the Company that is related in any way to the ABC Radio Transaction or to the Transaction Documents (as defined below), including, without limitation, the Merger Agreement, the Support Agreement or the Tax Sharing and Indemnification Agreement, shall not be deemed a Fundamental Change.

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

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

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

“Principal” means each of Forstmann Little & Co. Equity Partnership—VI, L.P., Forstmann Little & Co. Equity Partnership—VII, L.P., Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership—VII, L.P. and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership—VIII, L.P. and any of their respective affiliates, and each Officer of the Company as of the date of the Amended Notes Indenture.

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

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

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

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

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

The right to require the Company to repurchase the Amended Notes as a result of the occurrence of a Fundamental Change could create an event of default under future senior indebtedness (as defined below), as a result of which any repurchase could, absent a waiver, be blocked by the provisions of the future senior indebtedness. The Company’s failure to repurchase the Amended Notes when required will result in an event of default (as defined below) with respect to the Amended Notes, regardless of whether or not such repurchase is permitted by the subordination provisions.

In the future, the Company could enter into additional transactions, including highly leveraged recapitalizations, which would not constitute a Fundamental Change and would, therefore, not provide the Holders with the protection of requiring the Company to repurchase the Amended Notes.

The Company’s obligation to pay the purchase price for an Amended Note is conditioned upon the Holder delivering a purchase notice and the Amended Note, together with necessary endorsements, to the paying agent (or if such Amended Note is represented by a global certificate, by book-entry transfer, through the facilities of DTC). The Company will cause the purchase price for the Amended Note to be paid promptly following the later of the purchase date or the time of delivery of the Amended Note.

The payments of the principal of, and premium, if any, and interest on, the Amended Notes are subordinated in right of payment to the extent set forth in the Amended Notes Indenture to the prior payment in full of amounts then due on all senior indebtedness, as defined in the Amended Notes Indenture. In addition, the Amended Notes are effectively subordinated in right of payment to indebtedness of the Company’s subsidiaries.

Under the Amended Notes Indenture, upon the maturity of senior indebtedness, whether by acceleration or otherwise, or any distribution of the Company’s assets resulting from any liquidation, dissolution, winding up, reorganization or any insolvency proceedings of the Company, the holders of senior indebtedness will be entitled to receive payment in full before the Holders will be entitled to receive any payment of the principal of, or premium, if any, or interest on, the Amended Notes. Upon the occurrence of a default or event of default in the payment of the principal, premium, if any, or interest on senior indebtedness, then, unless such default or event of default has been cured or waived or shall have ceased to exist, no payment will be made by the Company with

respect to the principal, premium, if any, or interest on or in respect of the Amended Notes or to acquire any of the Amended Notes.

Upon the occurrence of a default or event of default in respect of senior indebtedness other than a default or event of default in payment of the principal, premium, if any, or interest on senior indebtedness, and if the Trustee and the Company receive a notice of such default or event of default from the holders of senior indebtedness or their representative, which notice shall be referred to as a payment blockage notice, then no payment shall be made by the Company with respect to the principal, premium, if any, or interest on or in respect of the notes until the earlier of:

No more than one payment blockage notice shall be effective during any 365-consecutive-day period. No such default or event of default that existed upon first delivery of any payment blockage notice shall be, or be made the basis for, a subsequent payment blockage notice unless such default or event of default shall have been cured or waived for a period of 180 consecutive days. By reason of such subordination, in the event of insolvency, Holders may recover less, ratably, than other creditors of the Company.

The Amended Notes Indenture does not contain any limitation or restriction on the issuance or assumption of senior indebtedness or other indebtedness or securities by the Company or the Company’s subsidiaries.

The Amended Notes Indenture permits the Trustee and any paying agent to become the Company’s creditor and to own Amended Notes, and does not preclude the Trustee or any such paying agent from enforcing its rights as a creditor, including rights as a holder of senior indebtedness. See “—Concerning the Trustee”.

In the event that any Holder receives any payment or distribution of the Company’s assets of any kind in contravention of the subordination provisions of the Amended Notes Indenture before all senior indebtedness is paid in full, then such payment or distribution will be held by the recipient in trust for the benefit of Holders of the Company’s senior indebtedness and shall pay it over to them as their interests may appear.

Any right the Company has to receive assets of any of its subsidiaries upon their liquidation or reorganization, including the consequent right of the Holders to participate in these assets, are effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors, except to the extent that the Company is itself recognized as a creditor of such subsidiary, in which case the Company’s claims would still be subordinate to any security interests in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by the Company and would be subject to judicial power to subordinate the Company’s claim to those of other creditors of such subsidiary in certain cases.

The Company is obligated to pay reasonable compensation to the Trustee and to indemnify the Trustee against any losses, damages, claims, liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it in connection with its duties under the Amended Notes Indenture. The Trustee’s claims for such payments will be senior to those of Holders in respect of all funds collected or held by the Trustee.

The following are “events of default” as defined in the Amended Notes Indenture:

If an event of default occurs and is continuing, the Trustee, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the outstanding Amended Notes, by written notice to the Company and the Trustee, may declare the principal of, and accrued interest on, all the Amended Notes to be due and payable immediately. If the event of default relates to bankruptcy, insolvency or reorganization, the principal of, and accrued interest on, all Amended Notes shall automatically become due and payable immediately, without any action required of the Trustee or the Holders.

The Holders of a majority in principal amount of the Amended Notes by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing events of default have been cured or waived except nonpayment of principal or interest that has become due solely because of an acceleration, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (iii) all payments (including fees and expenses) due to the Trustee have been paid.

The Holders of a majority in aggregate principal amount of the Amended Notes by written notice to the Trustee may waive an existing default and its consequences except a default in the payment of the principal of or

premium, if any, or interest on any Amended Note or a default relating to conversion of the Amended Notes. When an event of default is waived, it is cured and ceases to exist.

The Holders of a majority in aggregate principal amount of the outstanding Amended Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Amended Notes Indenture, is unduly prejudicial to the rights of another Holder, or would expose the Trustee to liability or expense for which it has not been offered reasonably satisfactory indemnity.

A Holder may not institute any proceeding, judicial or otherwise, with respect to the Amended Notes Indenture or the Amended Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Amended Notes Indenture or the Amended Notes, unless (i) the Holder gives the Trustee written notice of a continuing event of default; (ii) the Holders of at least 25% in principal amount of the Amended Notes make a written request to the Trustee to pursue the remedy; (iii) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in pursuing the remedy; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (v) during such 60-day period the Holders of a majority in principal amount of the Amended Notes do not give the Trustee a direction inconsistent with the request.

Notwithstanding anything to the contrary contained in the Amended Notes Indenture, the right of any Holder to receive payment of the principal of and premium, if any, and interest on the Amended Notes on or after the respective due dates thereof, to convert such Amended Note, or to bring suit for the enforcement of any such payment on or after such respective due dates and such right to convert, is absolute and unconditional and shall not be impaired or affected without the consent of that Holder.

If a default occurs and is continuing and if it is known to the Trustee, the Trustee is required to mail to each Holder a notice of the default within 90 days after such default occurs. Except in the case of a default in payment of the principal of or premium, if any, or interest on any Amended Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the Trustee in good faith determine that withholding the notice is in the interests of the Holders.

Within 120 days after the end of each fiscal year, the Company is required to furnish the Trustee annually with an officer’s certificate as to the Company’s compliance with the conditions and covenants provided for in the Amended Notes Indenture and specifying any known defaults.

The Amended Notes Indenture provides that the Company may terminate its obligations under the Amended Notes Indenture at any time by delivering all outstanding Amended Notes to the Trustee for cancellation if the Company has paid all sums payable by it under the Amended Notes Indenture. At any time within one year before the maturity of the Amended Notes or the redemption of all of the Amended Notes, the Company may terminate its substantive obligations under the Amended Notes Indenture, other than its obligations to pay the principal of, and interest on, the Amended Notes, by irrevocably depositing with the Trustee money or U.S. Government obligations sufficient to pay all remaining indebtedness on the Amended Notes when due.

The Company may not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets to, another corporation, person or entity unless:

The Company and the Trustee may amend or supplement the Amended Notes Indenture or the Amended Notes without the consent of any Holder:

Supplements of and amendments to the Amended Notes Indenture or the Amended Notes may be made by the Company and the Trustee with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Amended Notes and any existing default or compliance with any provisions may be waived with the consent of the Holders of a majority in aggregate principal amount of the outstanding Amended Notes. However, without the consent of each Holder affected thereby, an amendment, supplement or waiver may not:

The Company has appointed the Wilmington Trust Company, the Trustee under the Amended Notes Indenture, as the initial paying agent, conversion agent and registrar with regard to the Amended Notes. The Company and its subsidiaries may maintain deposit accounts and conduct other banking transactions with the Trustee or its affiliates in the ordinary course of business, and the Trustee and its affiliates may from time to time in the future provide the Company with banking and financial services in the ordinary course of their business.

In case an event of default occurs and is not cured and Holders have notified the Trustee of such default, the Trustee will be required to exercise its powers with the degree of care and skill that a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Amended Notes Indenture at the request of any of the Holders unless the Holders shall have offered to the Trustee indemnity reasonably satisfactory to it.

No director, officer, employee or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Amended Notes or the Amended Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting an Amended Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Amended Notes. This waiver may not be effective to waive liabilities under U.S. securities laws and it is the view of the Commission that such a waiver is against public policy.

Except as otherwise provided in the Amended Notes Indenture, notices to Holders will be delivered to the address of Holders as they appear in the note register; provided that notices given to Holders holding Amended Notes in book-entry form may be given through the facilities of DTC or any successor depositary.

The Amended Notes Indenture and the Amended Note are governed by and construed in accordance with the laws of the State of New York, without giving effect to such State’s conflicts of law principles.

All Amended Notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the Trustee, be delivered to the Trustee. The Trustee shall promptly cancel all the Amended Notes it receives. No Amended Notes shall be authenticated in exchange for any Amended Notes cancelled as provided in the Amended Notes Indenture. We may, to the extent permitted by law,

purchase Amended Notes in the open market or by Offer to Purchase at any price or by private agreement. Any Amended Notes purchased by the Company may, to the extent permitted by law, be reissued or resold or may, at the Company’s option, be surrendered to the Trustee for cancellation. Any Amended Notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any Amended Notes held by the Company or one of the Company’s subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of Holders.

We will replace mutilated, destroyed, stolen or lost Amended Notes at the Holder’s expense upon delivery to the Trustee of the mutilated notes, or evidence of the loss, theft or destruction of the Amended Notes satisfactory to the Company and the Trustee. In the case of a lost, stolen or destroyed Amended Note, indemnity satisfactory to the Trustee and the Company may be required at the expense of the Holder of such Amended Note before a replacement note will be issued.

The following discussion summarizes certain U.S. federal income tax consequences resulting from (i) the sale or exchange of Existing Notes pursuant to the Offer and the receipt of cash or cash and the Amended Notes and (ii) the ownership and disposition of the Amended Notes. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, rulings and pronouncements of the Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. Furthermore, there can be no assurance that the IRS will not take a view that is contrary to this discussion, and no rulings from the IRS have been or will be sought.

This discussion is general in nature, and does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of the holder’s particular circumstances, or to certain types of holders subject to special treatment under U.S. federal income tax laws (such as financial institutions, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, brokers, dealers or traders in securities or currencies, persons holding notes as part of a position in a “straddle” or as part of a “hedging,” “conversion” or “integrated” transaction for U.S. federal income tax purposes or certain former citizens or long term residents of the United States) or U.S. Holders (as defined below) that have a “functional currency” other than the U.S. dollar. In addition, this discussion does not consider the effect of any foreign, state, local or other tax laws, or any U.S. tax considerations (e.g., estate or gift tax), other than U.S. federal income tax considerations, that may be applicable to particular holders. Further, this discussion assumes that holders use the accrual method of accounting and hold their notes as “capital assets” (generally, property held for investment) within the meaning of section 1221 of the Code, and, in the case of holders of Amended Notes, that holders acquired their Amended Notes in exchange for Existing Notes pursuant to the Offer.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Existing Notes or Amended Notes (“Notes”) that for U.S. federal income tax purposes is (i) a citizen or resident of the United States, including an alien resident who is a lawful permanent resident of the United States or meets the “substantial presence” test under the Code; (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any of its political subdivisions or the District of Columbia; (iii) an estate the net income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust the administration of which is subject to the primary supervision of a court within the United States and which has one or more United States persons (as defined in the Code) with authority to control all substantial decisions of such trust, or a trust that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

A “Non-U.S. Holder” is any holder of Notes that is neither a U.S. Holder nor a partnership or an entity treated as a partnership for U.S. federal income tax purposes.

If a partnership or an entity treated as a partnership for U.S. federal income tax purposes holds Notes, the tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A partner in a partnership holding Notes should consult its own tax advisors.

Holders of Existing Notes are urged to consult their own tax advisors regarding the tax consequences of (i) the sale or exchange of the Existing Notes pursuant to the Offer and (ii) the ownership and disposition of the Amended Notes in their particular circumstances, including the application and effect of any applicable gift, estate, state, local, foreign or other tax laws.

Consequences to U.S. Holders of the Offer to Purchase and Exchange the Existing Notes

Receipt of cash consideration only. The sale of an Existing Note to the Company in exchange for cash consideration only will be a taxable transaction to U.S. Holders. A U.S. Holder will generally recognize capital

gain (subject to the market discount rules discussed below) or loss on the sale of an Existing Note in an amount equal to the difference between (i) the total consideration received for such Existing Note, other than the portion of such amount that is properly allocable to accrued and unpaid interest, which will be taxed as ordinary income to the extent not previously included in income by the U.S. Holder, and (ii) the U.S. Holder’s “adjusted tax basis” for such Existing Note at the time of the sale. A U.S. Holder’s “adjusted tax basis” in an Existing Note will generally be equal to the cost of the Note, increased by any market discount previously included in income (if the U.S. Holder has elected to include market discount in income as it accrues) reduced by amortizable bond premium that has reduced the U.S. Holder’s income in any tax period. Gain or loss will be separately computed for each block of Existing Notes tendered by the U.S. Holder. Such capital gain or loss will generally be long-term if the U.S. Holder held the Existing Note for more than one year at the time of such sale. Long-term capital gains of non-corporate U.S. Holders currently are taxed at a maximum 15% federal rate. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.

An exception to the capital gain treatment described above may apply if the U.S. Holder purchased an Existing Note at a “market discount.” Subject to a de minimis exception, an Existing Note generally has market discount if the U.S. Holder’s initial tax basis in the Existing Notes was less than the principal amount of the Existing Note. In general, unless the U.S. Holder has elected to include market discount in income currently as it accrues, any gain realized by the U.S. Holder on the sale of Existing Notes having market discount in excess of a de minimis amount will be treated as ordinary income to the extent of the market discount that has accrued (on a straight-line basis or, at the U.S. Holder’s election, on a constant-yield basis) while such Existing Notes were held by the U.S. Holder. Gains in excess of such accrued market discount will generally be capital gains as discussed above.

Receipt of both Amended Notes and cash. The exchange of Existing Notes for Amended Notes and cash should generally constitute a tax-free recapitalization for U.S. federal income tax purposes if the Existing Notes and the Amended Notes constitute “securities” within the meaning of section 354 of the Code. The term “security” is not defined in the Code or the Treasury regulations. Under applicable administrative pronouncements and judicial decisions, as a general matter, the determination of whether a debt instrument is a security depends on the terms, conditions and other facts and circumstances relating to the instrument and, consequently, is inherently uncertain. The Company believes, however, that the Existing Notes should qualify as securities. Generally, debt instruments with a maturity of less than five years from the date of issuance do not constitute securities. The IRS has recently ruled, however, that where the original debt instrument qualified as a security, a new debt instrument received in an exchange for that original debt instrument may, under certain circumstances, be treated as a security even if the remaining term of the new debt instrument is less than five years. While the circumstances here differ somewhat from those in the ruling, the Company believes that the Amended Notes should qualify as securities. Accordingly, the Company intends to report the exchange as constituting a recapitalization.

Under recapitalization treatment, a U.S. Holder that exchanges Existing Notes for Amended Notes and cash would not be permitted to recognize loss, but generally would be required to recognize gain in an amount equal to the lesser of the gain realized and the cash received (other than any cash attributable to accrued interest). Such gain would generally be capital gain except to the extent of accrued and unrecognized market discount on the Existing Notes. The U.S. Holder’s holding period for the Amended Notes would include its holding period for the Existing Notes.

If the exchange of Existing Notes for Amended Notes and cash does not constitute a recapitalization, then a U.S. Holder that exchanges Existing Notes for Amended Notes and cash will recognize gain or loss as if such holder received cash consideration in an amount equal to the “issue price” (as defined below) of the Amended Notes plus the cash received. See “—Receipt of Cash Consideration Only” above.

In light of the complexity of the applicable rules, U.S. Holders are encouraged to consult their tax advisors regarding the characterization of the Existing Notes and Amended Notes as securities for tax purposes and the tax consequences of the Offer.

Consequences to U.S. Holders of ownership and disposition of the Amended Notes

The proper treatment of the Amended Notes is subject to substantial uncertainty. The Amended Notes have features that have not been addressed in any published authority and consequently there can be no assurance that the IRS might not successfully challenge the Company’s intended characterization and tax reporting of the Amended Notes as described below. In particular, it is possible that the Amended Notes might be characterized as “contingent payment debt instruments”, in which case, the tax accounting of interest (including original issue discount (“OID”)) on the Amended Notes, the receipt of common stock upon the conversion of the Amended Notes and gain on disposition would be substantially different from the Company’s intended characterization and tax reporting, and likely materially adverse to U.S. Holders. Except as otherwise stated in the discussion below, it is assumed that the Amended Notes will not be characterized as contingent payment debt instruments. In light of the uncertainty and complexity of the rules applicable to the Amended Notes, U.S. Holders are urged to consult their tax advisors regarding the tax consequences of ownership and disposition of the Amended Notes.

Issue Price. The tax treatment of the Amended Notes will depend in substantial part on the “issue price” of the Amended Notes. The Company will treat the issue price of an Amended Note to be 90% of its face amount based on its belief that neither the Existing Notes nor the Amended Notes are considered to be “traded on an established securities market.” There is significant uncertainty regarding the application of this test to the Existing Notes and the Amended Notes. If either the Existing Notes or the Amended Notes were to be considered so traded, the issue price of the Amended Notes would be their fair market value on the Payment Date (and if that value was less than 90% of the face amount of the Amended Notes, the difference would be OID that would be includible in income of U.S. Holders as it accrues in 2008 under the OID rules). The balance of the discussion below assumes that the issue price of an Amended Note is 90% of its face amount.

Interest and OID. Under the OID regulations, in determining the yield and maturity of a debt instrument where the obligor has one or more unconditional options to call the debt instrument for redemption prior to its stated maturity, the obligor is deemed to exercise such call options in a manner that minimizes the yield on the debt instrument (the “OID option rule”). If a call option is exercised or not exercised in a manner that is contrary to the assumption made, then, for purposes of the OID rules only, the debt instrument is treated as retired and reissued on the date of the change of circumstances for an amount equal to its “adjusted issue price” on that date. Also, the OID regulations provide that any remote or incident contingencies should be ignored in applying the OID rules. The below discussion does not specifically address the treatment of U.S. Holders using the cash method of accounting. Cash basis U.S. Holders, however, would generally report income from the Amended Notes in the same manner as summarized below, except that the “qualified stated interest” on the Amended Notes (which is 4% per annum) is only includible in income when paid (and not as it accrues).

Applying the OID option rule, the Company will treat the Amended Notes as maturing for OID purposes on December 31, 2008 for a redemption price equal to 90% of their face amount, and U.S. Holders will be required to recognize as ordinary income the interest accrued for 2008 on the Amended Notes (which would include the retroactive interest payable on the Amended Notes at the rate of 2.125% per annum for the period from January 1, 2008 to the Payment Date, as well as the stated interest payable on the Notes from the Payment Date).

Any Amended Notes that remain outstanding at December 31, 2008 will, under the OID option rule, be deemed (solely for purposes of the OID rules) to be retired and then reissued for an adjusted issue price equal to 90% of their face amount.

If the face amount of outstanding Amended Notes at December 31, 2008 is not greater than $165 million, then the stated interest rate thereon will be increased to a higher rate for 2009 and the Company will have the option to call the Amended Notes during 2009 for a redemption price of 95% of their face amount. Applying the

OID option rule, the Company will treat the Amended Notes as maturing for OID purposes on December 31, 2009 for a redemption price equal to 95% of their face amount because the Company will be deemed to exercise its call option on December 31, 2009 before the interest rate on the Amended Notes would be reset on January 1, 2010 to a rate that would make the Amended Notes trade at 100% of their face amount (a “par rate”). During 2009, U.S. Holders will be required to recognize as ordinary income the stated interest accrued in 2009 on the Amended Notes. In addition, since the adjusted issue price of the Amended Notes (90% of their face amount) is less than the assumed redemption price (95% of their face amount), the Amended Notes will have OID equal to the difference, which U.S. Holders will be required to include in income as it accrues under the OID rules at a constant yield in advance of cash payments attributable to such income. The stated interest rate on any Amended Notes that remain outstanding at December 31, 2009 will be reset to a par rate on January 1, 2010 as described above and such Notes are required to be redeemed on their maturity date in 2011 at 100% of face (plus accrued and unpaid interest ). U.S. Holders will be required to recognize as ordinary income the stated interest accrued on the Amended Notes. In addition, since the adjusted issue price of the Amended Notes (now equal to 95% of their face amount) is less than the stated redemption price at maturity (100% of their face amount), the Amended Notes will have OID equal to the difference, which U.S. Holders will be required to include in income as it accrues from January 1, 2010 to the stated maturity date of the Amended Notes in 2011 under the OID rules at a constant yield in advance of cash payments attributable to such income.

If the face amount of outstanding Amended Notes at December 31, 2008 is greater than $165 million, then the stated interest rate thereon will be reset on January 1, 2009 to a par rate. Because during 2009 the Company would be required to redeem remaining outstanding Amended Notes from the proceeds of Asset Sales at a redemption price less than 100% of their face amount (even though the stated interest rate has been reset to a par rate), there is considerable uncertainty regarding the proper tax reporting of income on the Amended Notes in this circumstance. The Company, however, will report stated interest on the Amended Notes on the basis that U.S. Holders will be required to recognize as ordinary income the stated interest accrued on the Amended Notes. In addition, the Company will be required to pay additional interest on the outstanding Amended Notes for 2008, which U.S. Holders will also be required to accrue as ordinary income on December 31, 2008. Since the adjusted issue price of the Amended Notes on January 1, 2009 (90% of their face amount) is less than the stated redemption price at maturity (100% of their face amount), the Company will treat the Amended Notes as having OID equal to the difference, which U.S. Holders will be required to include in income as it accrues from January 1, 2009 to the stated maturity date of the Amended Notes in 2011 under the OID rules at a constant yield in advance of cash payments attributable to such income. The accrual of OID is in addition to taking into account the payment of stated interest as described above.

Redemption or Other Disposition of Amended Notes. A U.S. Holder generally will recognize capital gain or loss if the holder disposes of an Amended Note in a sale, exchange, redemption or other disposition (other than a conversion of an Amended Note into shares of our common stock, the U.S. federal income tax consequences of which are described under “—Conversion of Notes” below). The U.S. Holder’s gain or loss will equal the difference between the proceeds received by the holder (other than amounts attributable to accrued but unpaid interest) and the holder’s adjusted tax basis in the Amended Note. The proceeds received by the U.S. Holder will include the amount of any cash and the fair market value of any other property received for the Amended Note.

If the exchange of Existing Notes for Amended Notes constitutes a tax-free recapitalization for federal income tax purposes, a U.S. Holder will take an aggregate initial tax basis in the Amended Notes equal to its tax basis in the Existing Notes immediately prior to the exchange, plus the amount of any gain recognized minus the amount of cash received in the exchange. If the exchange of Existing Notes for Amended Notes does not constitute a tax-free recapitalization for federal income tax purposes, the U.S. Holder’s initial basis in the Amended Notes will equal the “issue price” of the Amended Notes received in the exchange. The portion of any proceeds that is attributable to accrued interest will not be taken into account in computing the U.S. Holder’s capital gain or loss. Instead, that portion will be recognized as ordinary interest income to the extent that the U.S.

Holder has not previously included the accrued interest in income. The gain or loss recognized by the U.S. Holder on the disposition of an Amended Note will be long-term capital gain or loss if the holder held the Amended Note for more than one year, or short-term capital gain or loss if the holder held the Amended Note for one year or less, at the time of the transaction. Long-term capital gains of non-corporate U.S. Holders currently are taxed at a maximum 15% federal rate. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.

Market Discount. Any U.S. Holder that has a basis in the Amended Notes received less than the issue price of such Amended Notes generally will be subject to the market discount rules unless such difference is less than a de minimis amount. See “—Consequences to U.S. Holders of the Offer to Purchase and Exchange the Existing Notes—Receipt of cash consideration only” above.

In addition, a U.S. Holder who acquired its Existing Notes at a market discount and that receives its Amended Notes as part of a tax-free exchange may be required to carry-over to such Amended Notes any accrued market discount with respect to its Existing Notes to the extent not previously included in income. The Code provides that any accrued market discount in excess of the gain recognized in an exchange that qualifies as a recapitalization will not be currently includible in income under Treasury regulations to be issued. However, such accrued market discount would carry over to any non-recognition property received in exchange therefor (i.e., in this exchange, to the Amended Notes), such that any gain recognized by the U.S. Holder upon a subsequent disposition of such Amended Notes would be treated as ordinary income to the extent of any accrued market discount not previously included in income. To date, specific regulations implementing this rule have not been issued.

Acquisition and Bond Premium. If a U.S. Holder has a tax basis in any of the Amended Notes received that exceeds the issue price of such Note, but is less than or equal to the stated redemption price at maturity of such Amended Notes, the amount of OID includable in the U.S. Holder’s gross income generally is reduced in each period in proportion to the percentage of the OID represented by the excess basis. Alternatively, if a U.S. Holder is willing to treat all stated interest as OID, such holder may elect to recompute the OID accruals by treating its acquisition as a purchase at original issue and applying the constant yield method. Such an election may not be revoked without the consent of the IRS. Although not entirely clear, it would appear that this OID offset provision should apply to Amended Notes that are subject to the OID option rule (using the issue price and redemption price as determined under the OID option rule).

If a U.S. Holder has a tax basis in any of the Amended Notes received that exceeds the stated redemption price at maturity of such Notes (i.e., a “bond premium”), the U.S. Holder will not include any of the OID in income. The amount of bond premium shall not include any amount attributable to the conversion features of the Amended Notes. A U.S. Holder may elect to deduct any bond premium over the period from its acquisition of such Amended Note to the maturity date of such Note but not in excess of the stated interest. For this purpose, it is unclear whether a U.S. Holder may apply the OID option rule to deem the initial maturity date of the Amended Notes to be December 31, 2008. If such bond premium is amortized, the amount of stated interest on any Amended Note that must be included in the U.S. Holder’s gross income for each period ending on an interest payment date or at the maturity date, as the case may be, will (except as Treasury regulations may otherwise provide) be reduced by the portion of any bond premium allocable to such period based on the Amended Note’s yield to maturity. The U.S. Holder’s tax basis in its Amended Note will be reduced by a like amount. If such an election to amortize bond premium is not made, a U.S. Holder will receive a tax benefit from the premium only in computing such U.S. Holder’s gain or loss upon the sale or other taxable disposition of the Amended Note, or upon the full or partial repayment of principal.

An election to amortize bond premium will apply to amortizable bond premium on all debt instruments the interest on which is includable in the U.S. Holder’s gross income and that are held at, or acquired after, the beginning of the U.S. Holder’s taxable year as to which the election is made. The election may be revoked only with the consent of the IRS.

Conversion of Notes. Upon conversion of an Amended Note into shares of our common stock, a U.S. Holder generally would not recognize any gain or loss. The tax basis in an Amended Note that is converted would be the U.S. Holder’s tax basis in the common stock. The U.S. Holder’s holding period in the common stock would include the holding period in the Amended Note.

Distributions. If, after a U.S. Holder acquires our common stock upon a conversion of an Amended Note, we make a distribution in respect of such common stock from our current or accumulated earnings and profits as determined under U.S. federal income tax principles, the distribution will be treated as a dividend and will be includible in the U.S. Holder’s income when paid. If the distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of the U.S. Holder’s investment, up to the U.S. Holder’s basis in its common stock, and any remaining excess will be treated as capital gain. If the U.S. Holder is a U.S. corporation, it would generally be able to claim a dividends-received deduction on a portion of any distribution taxed as a dividend. Subject to certain exceptions, dividends received by non-corporate U.S. Holders currently are taxed at a maximum rate of 15%, provided that certain holding period requirements are met.

Constructive Distributions. The conversion price of the Amended Notes may be adjusted in certain circumstances. A change in conversion rate that allows Note holders to receive more shares of common stock on conversion may increase the Note holders’ proportionate interests in our earnings and profits or assets. In that case, the Note holders would be treated as though they received a distribution in the form of our stock. Such a constructive stock distribution could be taxable to the Note holders, although they would not actually receive any cash or other property. A taxable constructive stock distribution would result, for example, if the conversion rate is adjusted to compensate Note holders for distributions of cash or property to our stockholders. Not all changes in conversion rate that allow Note holders to receive more stock on conversion, however, increase the Note holders’ proportionate interests in the Company. For instance, a change in conversion rate could simply prevent the dilution of the Note holders’ interests upon a stock split or other change in capital structure. Changes of this type, if made pursuant to a bona fide reasonable adjustment formula, are not treated as constructive stock distributions. Conversely, if an event occurs that dilutes the Note holders’ interests and the conversion rate is not adjusted, the resulting increase in the proportionate interests of our stockholders could be treated as a taxable stock distribution to them. Any taxable constructive stock distributions would be treated in the manner described under “—Distributions” above even though U.S. Holders will not receive any cash or property as a result of such adjustments. Corporate U.S. Holders would not be entitled to claim the dividends-received deduction with respect to any constructive distributions. Similarly, U.S. Holders that receive a taxable constructive stock dividend would not be eligible for the maximum 15% rate described in the previous paragraph.

Sale, Exchange or Other Disposition of Common Stock. Subject to the market discount rules described below, a U.S. Holder generally will recognize capital gain or loss on a sale, exchange or other disposition of common stock. The U.S. Holder’s gain or loss will equal the difference between the proceeds received by the holder and the holder’s adjusted tax basis in the stock. The proceeds received by the U.S. Holder will include the amount of any cash and the fair market value of any other property received for the stock. The gain or loss recognized by a U.S. Holder on a sale, exchange or other disposition of common stock will be long-term capital gain or loss if the holder held the stock for more than one year, or short-term capital gain or loss if the holder held the stock for one year or less, at the time of the transaction. Long-term capital gains of non-corporate U.S. Holders are currently taxed at a maximum 15% federal rate. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.

A U.S. Holder that receives common stock as part of a tax-free conversion of Amended Notes into common stock may be required to carry over to such common stock any accrued market discount with respect to its Amended Notes to the extent not previously included in income, such that any gain recognized by the U.S. Holder upon a subsequent disposition of such common stock would be treated as ordinary income to the extent of any accrued market discount not previously included in income. See “—Market Discount” above.

Characterization as contingent payment debt instruments. As noted above, it is possible the Amended Notes could be treated as “contingent payment debt instruments,” which are subject to special rules that might be adverse to U.S. Holders. If the contingent payment debt regulations were applicable to the Amended Notes, the amount of OID on the Amended Notes could be substantially greater than otherwise, with the result that a U.S. Holder would have to recognize substantially more income in advance of cash payments attributable to such income; a U.S. Holder would generally be required to treat all of the gain from the sale, exchange, redemption or other taxable disposition of an Amended Note as ordinary income; and the conversion of an Amended Note into common stock would be taxable (the value of the common stock received would be treated as a payment on the Amended Notes). The rules applicable to contingent payment debt instruments are complex and the potential application thereof to the Amended Notes is subject to substantial uncertainty. Accordingly, prospective investors are urged to consult their own tax advisors concerning the tax consequences that would arise if the Amended Notes were treated as contingent payment debt instruments.

Information Reporting and Backup Withholding. In general, a U.S. Holder selling or exchanging an Existing Note will be subject to backup withholding at the applicable tax rate (currently 28%) with respect to the total consideration payable to such U.S. Holder pursuant to the Offer, unless such U.S. Holder (a) is an entity that is exempt from backup withholding (generally including corporations, tax-exempt organizations and certain qualified nominees) and, when required, demonstrates this fact, or (b) provides the payor with its taxpayer identification number (“TIN”), certifies that the TIN provided to the payor is correct and that the U.S. Holder has not been notified by the IRS that such U.S. Holder is subject to backup withholding due to underreporting of interest or dividends, and otherwise complies with applicable requirements of the backup withholding rules. In addition, such payments to U.S. Holders that are not exempt entities will generally be subject to information reporting requirements. A U.S. Holder who does not provide the payor with its correct TIN may be subject to penalties imposed by the IRS. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against such U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

In general, a U.S. Holder of Amended Notes will be subject to backup withholding and information reporting requirements with respect to interest, OID and premium, if any, paid on the Amended Notes, and the proceeds of a sale of Amended Notes, in the same manner and subject to the same exceptions described above for an exchanging U.S. Holder of an Existing Note. Similarly, a U.S. Holder of our common stock will generally be subject to backup withholding and information reporting requirements with respect to dividend payments on or gross proceeds from the disposition of shares of our common stock in the same manner and subject to the same exceptions described above for a selling or exchanging U.S. Holder of an Existing Note. We will report to U.S. Holders and to the IRS the amount of any “reportable payments” (including any interest paid) and any amounts withheld with respect to the Amended Notes and our common stock during the calendar year.

Sale, Exchange, Redemption, Conversion or Other Disposition of Notes. Non-U.S. Holders generally will not be subject to U.S. federal income tax on any gain realized on the sale, exchange, redemption, conversion or other disposition of Notes (other than with respect to payments attributable to accrued interest, which will be taxed as described under “—Taxation of Interest” below), unless:

The FIRPTA rules may apply to a sale, exchange, redemption or other disposition of Notes if we are, or were within five years before the transaction, a “U.S. real property holding corporation,” or USRPHC. In general, we would be a USRPHC if interests in U.S. real estate comprised most of our assets. We do not believe that we are a USRPHC or that we will become one in the future.

Taxation of Interest. Subject to the discussion below under “—Income or Gains Effectively Connected with a U.S. Trade or Business,” payments of interest (including accrued but unpaid interest such as OID) to nonresident persons or entities are generally subject to U.S. federal income tax at a rate of 30% (or a reduced or zero rate under the terms of an applicable income tax treaty between the United States and the nonresident’s country of residence), collected by means of withholding by the payor. Payments of interest (including accrued but unpaid interest and any additional interest) on the Notes to most Non-U.S. Holders, however, will qualify as “portfolio interest,” and thus will be exempt from withholding tax, if the holders certify their nonresident status as described below and do not own, actually or constructively, 10% or more of the voting power of the company’s stock and are not a “controlled foreign corporation” for U.S. federal income tax purposes that is related to us. If the face amount of Amended Notes remaining outstanding at December 31, 2008 is greater than $165 million and Amended Notes are required to be redeemed upon Asset Sales after 2008, however, a portion of the redemption payment that is treated as interest may not qualify as “portfolio interest.”

The portfolio interest exemption, entitlement to treaty benefits and several of the special rules for Non-U.S. Holders described below apply only if the holder certifies its nonresident status. A Non-U.S. Holder can meet this certification requirement by providing a properly executed IRS Form W-8BEN or appropriate substitute form to us or our paying agent prior to the payment. If the Non-U.S. Holder holds the Note through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The Non-U.S. Holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries.

Dividends. Dividends paid to a Non-U.S. Holder on common stock received on conversion of an Amended Note (and any taxable constructive stock dividends resulting from certain adjustments, or failure to make adjustments, to the number of shares of common stock to be issued on conversion, as described under “—Consequences to U.S. Holders of Ownership and Disposition of the Amended Notes—Constructive Distributions” above) generally will be subject to U.S. withholding tax at a 30% rate. The withholding tax, however, may be reduced under the terms of an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of residence. A Non-U.S. Holder would be required to demonstrate its entitlement to treaty benefits by delivering a properly executed IRS Form W-8BEN or appropriate substitute form. Because a constructive dividend deemed received by a Non-U.S. Holder would not give rise to any cash from which any applicable withholding tax could be satisfied, the Company may set off any such withholding tax against cash payments on the Notes or shares of our common stock.

Sale of Common Stock. Non-U.S. Holders generally will not be subject to U.S. federal income tax on any gains realized on the sale, exchange or other disposition of common stock, unless the exceptions described under “—Sale, Exchange, Redemption, Conversion or Other Disposition of Notes” above apply.

Income or Gains Effectively Connected With a U.S. Trade or Business. The preceding discussion of the U.S. federal income and withholding tax considerations of the purchase, ownership or disposition of Notes or common stock by a Non-U.S. Holder assumes that the holder is not engaged in a U.S. trade or business. If any interest (including accrued but unpaid interest) on the Notes, dividends on common stock, or gain from the sale,

exchange, redemption, conversion or other disposition of the Notes or common stock is effectively connected with a U.S. trade or business conducted by the Non-U.S. Holder, then the income or gain will be subject to U.S. federal income tax at the regular graduated rates applicable to U.S. Holders. If the Non-U.S. Holder is eligible for the benefits of a tax treaty between the United States and the holder’s country of residence, any “effectively connected” income or gain generally will be subject to U.S. federal income tax only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States. Payments of interest or dividends that are effectively connected with a U.S. trade or business (and, if a tax treaty applies, attributable to a permanent establishment or fixed base), and therefore included in the gross income of a Non-U.S. Holder, will not be subject to the 30% withholding tax provided that the Non-U.S. Holder claims exemption from withholding. To claim exemption from withholding, the Non-U.S. Holder must certify its qualification, which can be done by filing a properly executed IRS Form W-8ECI or appropriate substitute form. If the Non-U.S. Holder is a corporation, that portion of its earnings and profits that is effectively connected with its U.S. trade or business generally also would be subject to a “branch profits tax.” The branch profits tax rate is generally 30%, although an applicable income tax treaty might provide for a lower rate.

Backup Withholding and Information Reporting. The Code and the Treasury regulations require those who make specified payments to report the payments to the IRS. Among the specified payments are interest, dividends, and proceeds paid by brokers to their customers. The required information returns enable the IRS to determine whether the recipient properly included the payments in income. This reporting regime is reinforced by “backup withholding” rules.

We must report annually to the IRS the interest and/or dividends paid to each Non-U.S. Holder and the tax withheld, if any, with respect to such interest and/or dividends, including any tax withheld pursuant to the rules described under “—Non-U.S. Holders— Taxation of Interest” and “—Non-U.S. Holders—Dividends” above. Copies of these reports may be made available to tax authorities in the country where the Non-U.S. Holder resides. Payments to Non-U.S. Holders of dividends on our common stock or interest on the Existing Notes and Amended Notes may be subject to backup withholding unless the Non-U.S. Holder certifies its nonresident status on a properly executed IRS Form W-8BEN or appropriate substitute form. Payments made to Non-U.S. Holders by a broker upon a sale of the Existing Notes and Amended Notes or our common stock will not be subject to information reporting or backup withholding as long as the Non-U.S. Holder certifies its foreign status. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against the U.S. federal income tax, and the Non-U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner.

Any questions or requests for assistance may be directed to the Company or the Depositary at the addresses and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase and Exchange and the Letter of Transmittal may be directed to the Company. Beneficial owners may also contact their custodian for assistance concerning the Offer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“OBLIGOR” on the indenture securities means the Company or any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

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

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

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

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

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

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

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

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

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

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

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so, other than upon original issuance or pursuant to Section 2.06. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or its Affiliate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use) in addition to other identification numbers printed on the Securities, and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; PROVIDED that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

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

(2) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.13(a)(1), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

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

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

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

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

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

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

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

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

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

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

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

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

customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the registration requirements of the Securities Act,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to exchange such Restricted Certificated Security for an Unrestricted Certificated Security, or (under

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

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

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

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

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

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

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

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

(ii) 2009 Asset Sales. To the extent the Company receives any Net Proceeds of Asset Sales during the period from January 1, 2009 through December 31, 2009 (“2009 Asset Sales”), then, subject to the last sentence of this paragraph, the Company shall be required to apply the Net Proceeds from 2009 Asset Sales to redeem Securities at the applicable Redemption Price set forth in Section 3.01(b) above, plus accrued and unpaid interest thereon, until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $82.5 million and the holders shall have the obligation to surrender such Securities. Within 60 days of receipt by the Company of $40.0 million or more of aggregate Net Proceeds from 2009 Asset Sales, the Company shall have redeemed the applicable amount of Securities in accordance with the terms set forth above and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2009 Asset Sales, the Company shall redeem the applicable amount of Securities in accordance with the terms set forth above.

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

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

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

If less than all the Securities are to be redeemed pursuant to this Article 3, the Trustee shall select the Securities to be redeemed by lot, or in its discretion, on a pro rata basis from Securities outstanding and not previously called for redemption (unless the Company specifically directs the Trustee otherwise), in such manner

as the Trustee shall deem fair and appropriate. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. The Trustee shall make the selection (and provide the Company with written notice of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed) at least 3 days before the Redemption Date. Securities and portions of Securities the Trustee selects for redemption shall be in amounts of $1,000 or integral multiples of $1,000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) To elect repurchase of any Securities or portion thereof upon a Fundamental Change, the Holder will be required to surrender, on or before the Final Surrender Date (as defined below), (i) in the case of Global Securities, to the Conversion Agent by book-entry delivery, of the interest in the Security in global form to be

repurchased, or (ii) in the case of definitive Securities, at any place where principal is payable, such Security duly endorsed or assigned to the Company or in blank, together in each case (i) and (ii) with a Purchase Notice. Election of repurchase by a Holder shall be irrevocable (unless the Company defaults in payment of the Fundamental Change Purchase Price for the Securities on the Fundamental Change Purchase Date) and the right to convert the Securities as to which such Holder has made such election shall expire when such Securities are so surrendered (unless the Company defaults in payment of the Fundamental Change Purchase Price for the Securities on the Fundamental Change Purchase Date and such election is revoked). “Final Surrender Date” shall mean the date which is, subject to any contrary requirements of applicable law, 60 days after the date of mailing of the Fundamental Change Company Notice. “Fundamental Change Purchase Date” shall mean the date selected by the Company for the repurchase of the Securities that is not less than 10 and not more than 30 days after the Final Surrender Date.

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

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

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

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

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

(g) The Company shall pay the Fundamental Change Purchase Price, at its option, either in cash or Common Stock (or a combination of cash and Common Stock) and shall specify the type of consideration for the

Fundamental Change Purchase Price in the Fundamental Change Company Notice; PROVIDED, HOWEVER, that the Company’s right to exercise its election to repurchase Securities through the issuance of shares of Common Stock shall be conditioned upon:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(3) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another Person (other than (i) a stock-for-stock merger, (ii) a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (iii) a merger that is effected solely to change the jurisdiction of incorporation of the Company, (iv) any consolidation with or merger of the Company into a wholly owned subsidiary, or any sale or transfer by the Company of all or substantially all of its assets to one or more of its wholly owned subsidiaries, in any one transaction or a series of transactions, or (v) any transaction in which the Principals and/or Related Parties

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

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

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

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

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

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

The Company shall pay the principal of and premium, if any, and interest on, and the Fundamental Change Purchase Price, if any, of the Securities on the dates and in the manner provided in the Securities and this Indenture. Principal, premium, if any, and Fundamental Change Purchase Price, if any, and interest shall be considered paid on the date due if the Paying Agent (other than the Company) holds on that date money sufficient to pay all principal, premium, if any, and interest then due and that is immediately available on such date for payment to the Holders and that is not subject to restriction including, but not limited to, the restrictions set forth in Article 12 hereof.

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

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

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

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

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

Subject to Article 6, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory), licenses and franchises; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

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

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

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

At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder of a Restricted Security or the holder of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder of Restricted Securities or such holder of shares of Common Stock issued upon conversion of Restricted Securities, or to a prospective purchaser of any such security designated by any such Holder or holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A (or any successor provision thereto) in connection with the resale of any such security; PROVIDED, HOWEVER, that the Company shall not be required to furnish such information in connection with any request made on or after the date that is two years from the later of (i) the date such a security (or any such predecessor security) was last acquired from the Company or (ii) the date such a security (or any such predecessor security) was last acquired from an “affiliate” of the Company within the meaning of Rule 144 (or any successor provision thereto). “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

Prior to February 1 of each year, the Company shall provide the Trustee with any information that is required under the Internal Revenue Code of 1986 or the Treasury regulations thereunder to be provided by the Company (or by the Trustee) to holders of the Securities (on Tax Form 1099 or otherwise) with respect to interest, original issue discount, and any other income in respect of, and any tax withheld in respect of, the Securities for the prior calendar year, determined without regard to whether the Trustee or any particular holder of the Securities might otherwise be exempt from such reporting requirement.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary, and,

subject to Section 11.04, all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or therein in connection with the issuance or conversion of any Securities or with respect to this Indenture except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

The Company will effect all registrations with, and obtain all approvals by, all governmental authorities that may be necessary under any United States Federal or state law (including the Securities Act, the Exchange Act and state securities and Blue Sky laws) before the shares of Common Stock issuable upon conversion of Securities are issued and delivered.

The Company shall not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person unless:

(1) the Company is the surviving person or that Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia;

(2) that Person assumes by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture, except that it need not assume the obligations of the Company as to conversion of Securities if pursuant to Section 11.17 the Company or another Person enters into a supplemental indenture obligating it to deliver securities, cash or other assets upon conversion of Securities;

(3) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and

(4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for related to such transaction have been complied with.

The surviving, transferee or lessee corporation shall be the successor Company, but the predecessor Company in the case of a transfer or lease shall not be released from the obligation to pay the principal amount or Fundamental Change Purchase Price of and premium, if any, and interest on the Securities.

Upon any consolidation of the Company with, or merger of the Company into any other Person or any conveyance, transfer or lease of all or substantially all the properties and assets of the Company in accordance with Section 6.01, the successor Person formed by such consolidation or into or with which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

(1) the Company defaults in the payment of interest on any Security when the same becomes due and payable and the Default continues uncured for a period of 30 days, whether or not such payment is prohibited or restricted by the provisions of Article 12;

(2) the Company defaults in the payment of (A) principal of or premium, if any, on any Security when the same becomes due and payable, whether at maturity, upon Redemption or otherwise, or (B) the Fundamental Change Purchase Price in respect of any Security when due, in either case whether or not such payment is prohibited or restricted by the provisions of Article 12;

(3) the Company defaults in the performance of any other covenants or agreements in this Indenture and such default continues for the period and after the notice specified below;

(4) the Company defaults in the payment when due, including any applicable grace period, in respect of indebtedness for borrowed money of the Company, which payment is in an amount in excess of $20,000,000, or the Company defaults with respect to any indebtedness for borrowed money of the Company, which default results in acceleration of any such indebtedness which is in an amount of in excess of $20,000,000;

(5) the Company pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(B) consents to the entry of an order for relief against it in an involuntary case;

(C) consents to the appointment of a Custodian (as defined below) of it or for all or substantially all of its property; or

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(B) appoints a Custodian of the Company or for all or substantially all of its property, and the order or decree remains unstayed and in effect for 90 consecutive days; or

(C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 consecutive days.

The term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

A Default under clause (3) above is not an Event of Default until the Trustee or, subject to Section 2.08, the Holders of at least 25% in aggregate principal amount of the Securities notify the Company in writing of the Default and the Company does not cure the Default within 60 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”. When a Default is cured, it ceases to exist.

If any Event of Default described in Section 7.01(1) through (4) occurs and is continuing, the Trustee, by written notice to the Company, or, subject to Section 2.08, the Holders of at least 25% in aggregate principal amount of the outstanding Securities, by written notice to the Company and the Trustee, may declare the principal of and accrued interest on all Securities to be due and payable. Upon such declaration such principal and interest shall be due and payable immediately. If any Event of Default described in Section 7.01(5) or (6) occurs the principal of and accrued interest on all Securities shall automatically become due and payable, without any action required of the Trustee or the Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and if all payments (including fees and expenses) due to the Trustee have been paid.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal or the Fundamental Change Purchase Price of or premium, if any, or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. To the extent permitted by law, no remedy is exclusive of any other remedy and all remedies are cumulative.

Subject to Section 2.08, the Holders of a majority in aggregate principal amount of the Securities by written notice to the Trustee may waive an existing Default and its consequences except a Default in the payment of the principal of or premium, if any, or interest on any Security or a Default under Article 11. When a Default is waived, it is cured and ceases to exist. This Section 7.04 shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from this Indenture and Section, as permitted by the TIA.

Subject to Section 2.08, the Holders of a majority in aggregate principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of another Securityholder, or would expose the Trustee to liability or expense for which it has not been offered reasonably satisfactory indemnity. This Section 7.05 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded from this Indenture and Section, as permitted by the TIA.

A Securityholder may pursue any remedy with respect to this Indenture or the Securities only if:

(1) the Holder gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in pursuing the remedy;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of and premium, if any, and interest on the Security on or after the respective due dates expressed in the Security, and to convert such Security in accordance with Article 11, or to bring suit for the enforcement of any such payment on or after such respective due dates and such right to convert, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

If an Event of Default specified in Section 7.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount of principal, premium, if any, Fundamental Change Purchase Price, if any, and interest remaining unpaid together with interest on overdue principal and premium, if any, and on the principal amount of any Security for which the Fundamental Change Purchase Price is overdue, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum set forth in the title of the Securities.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceeding relative to the Company, its creditors or its property.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedings.

If the Trustee collects any money or property pursuant to this Article 7, it shall pay out the money or property in the following order:

First: to the Trustee for amounts due under Section 8.07 or any other provision of this Indenture;

Second: to holders of Senior Indebtedness to the extent required by Article 12;

Third: to Securityholders for amounts due and unpaid on the Securities for principal, premium, if any, Fundamental Change Purchase Price, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, Fundamental Change Purchase Price, if any, and interest, respectively; and

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 7.10.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 7.07, or a suit by a Holder or Holders of more than 10% in aggregate principal amount of the Securities then outstanding.

(a) If to the knowledge of the Trustee an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the accuracy of the contents thereof.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.05; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and need not be invested except as agreed to by the Trustee.

(f) The Trustee agrees to be bound by the terms of the Settlement Agreement. The Trustee further agrees that is shall refrain from taking any action that would amend, modify, supplement, unwind, vacate, invalidate or supersede the Settlement Agreement without the prior written consent of the Company.

(a) the Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document;

(b) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel;

(c) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care;

(d) the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers;

(e) the Trustee may consult with counsel of its selection, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel;

(f) the Trustee shall not be required to give any bond or surety in respect of the execution of its trusts and powers or in respect of this Indenture;

(g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee (if requested by the Trustee) security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(h) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(i) the Trustee shall not be deemed to have knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(k) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights the Trustee would have if it were not Trustee. Any Agent may do the same with like rights.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, shall not be accountable for the Company’s use of the proceeds from the sale of the Securities or the use or application of any money received by any Paying Agent other than the Trustee, and shall not be responsible for any statement in the Securities other than the Trustee’s certificate of authentication.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder, at the name and address which appear in the Securities Register, a notice of the Default within 90 days after the Default occurs. Except in the case of a Default in payment of the principal of or premium, if any, or interest on any Security, the Trustee may withhold the notice if and so long as its board of directors, the executive committee, or a trust committee of its directors and/or Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders. The Trustee shall not be deemed to have notice of any Default or Event of Default other than as described in clauses (1) or (2) of Section 7.01 unless it shall have received written notice thereof from the Company or any Securityholder, or a Responsible Officer has actual knowledge thereof. The foregoing sentence of this Section 8.05 shall be in lieu of the proviso to TIA Section 315(b), and such proviso to TIA Section 315(b) is hereby expressly excluded from this Indenture and Section, as permitted by the TIA.

If required by TIA Section 313(a), within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b), (c) and (d).

A copy of each such report at the time of its mailing to Securityholders shall also be mailed to the Company and shall be filed with the SEC and each stock exchange, if any, on which the Securities are listed.

The Company shall promptly notify the Trustee in writing if the Securities become listed on any stock exchange or of any delisting thereof.

The Company shall from time to time pay to the Trustee such compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee, within 45 days after receiving request therefor, for all reasonable out-of-pocket disbursements, fees and expenses incurred by the Trustee in connection with the performance of its duties under this Indenture, including without limitation those incurred in connection with the enforcement of any remedy hereunder or the interpretation of any provision

hereunder. Such expenses may include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. All rights, protections and benefits of the Trustee shall extend to the Trustee acting as Conversion Agent, Paying Agent, Registrar or other Agent with respect hereto.

The Company shall indemnify the Trustee or any predecessor Trustee and their agents for, and hold them harmless against, any loss, damage, claim, expense or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it in connection with this Indenture, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The Trustee shall promptly notify the Company of any claim for which the Trustee may seek indemnity, including costs and expenses of defending itself against any claim for liability arising from the exercise or performance of any of its powers or duties hereunder.

The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its negligence or bad faith.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, and interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(5) or (6) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law.

Notwithstanding any provision hereof to the contrary, the Trustee’s lien shall not be subordinated to that of Senior Indebtedness.

The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Company. The Company may remove the Trustee if:

(3) a receiver or other public officer takes charge of the Trustee or its property; or

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holders of at least 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 8.10, any Securityholder or beneficial owner may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 8.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. For the avoidance of doubt, a successor Trustee, prior to its acceptance and as a condition of appointment, shall agree in writing to be bound by the terms of the Settlement Agreement and shall agree to refrain from taking any action that would amend, modify, supplement, unwind, vacate, invalidate or supersede the Settlement Agreement without the prior written consent of the Company.

If the Trustee or any Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.

This Indenture shall always have a Trustee who satisfies the requirement of TIA Sections 310(a)(1) and 310(a)(5). The Trustee (or in the case of a corporation included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. In addition, if the Trustee is a corporation included in a bank holding company system, the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA Section 310(b).

The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

(a) (1) the Securities mature within one year or all of them are to be called for redemption (and the Securities are redeemable) within one year and arrangements satisfactory to the Trustee are made with respect to the giving of the notice of redemption; and

(2) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay, when due, the principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be. The Company may make such deposit only during the one-year period referred to in paragraph (1) above and only if Article 12 permits it; or

(b) all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 9.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder.

However, the obligations in Sections 2.02, 2.04, 2.05, 2.06, 2.13, 5.01, 5.02, 8.07, 8.08, 9.02, 9.03, 9.04 and 9.05 and in Article 11 shall survive until the Securities are no longer outstanding. Thereafter the obligations in Sections 8.07, 9.03 and 9.04 shall survive.

After a termination of the Company’s obligations in accordance with this Section, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal of and premium, if any, or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money.

“U.S. Government Obligations” means direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 9.01. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and premium, if any, and interest on the Securities. Money and securities so held in trust are not subject to Article 12.

The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time.

Subject to the requirements of applicable law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or premium, if any, or interest that remains unclaimed for two years; PROVIDED, HOWEVER, that, before being required to make any such repayment, the

Trustee or such Paying Agent shall, if the Company so requests and at the expense of the Company, cause to be published once a week for two successive weeks, in each case on any day of the week, in an authorized newspaper in the Borough of Manhattan, The City of New York, or mail to each such Holder, a notice (in such form as may be deemed appropriate by such Trustee or Paying Agent) that said monies remain unclaimed and that, after a date named therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of said monies then remaining will be returned to the Company. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

The Company shall pay and shall indemnify the Trustee and each Securityholder against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such obligations.

If the Trustee is unable to apply any money or United States Government Obligations in accordance with Section 9.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.01 until such time as the Trustee is permitted to apply all such money or United States Government Obligations in accordance with Section 9.01; PROVIDED, HOWEVER, that if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or United States Government Obligations held by the Trustee.

The Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Securityholder:

(3) to make any change that does not materially adversely affect the rights of any Securityholder;

(4) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 11.17;

(5) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(6) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA or otherwise as necessary to comply with applicable law;

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee; or

(9) subject to Section 12.10 and Section 12.11, to make any changes in Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness under such Article.

The Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities may waive compliance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment, supplement or waiver under this Section may not:

(1) change the stated maturity date of the principal of, or interest on, any Security or adversely affect the right of a Holder to convert any Security;

(2) reduce the principal amount, applicable Redemption Price, Fundamental Change Purchase Price of, or interest on, any Security;

(3) change the currency for payment of principal or for the payment of the applicable Redemption Price or the Fundamental Change Purchase Price of, or interest on, any Security;

(4) impair the right to institute suit for the enforcement of any payment on or with respect to any Security;

(5) make any change in Article 12 that adversely affects the rights of any Securityholder;

(6) reduce the principal amount of Securities whose Holders must consent to an amendment or supplement of this Indenture or the waiver of defaults or compliance hereunder; or

An amendment under this Section may not make any change that adversely affects the rights under Article 12 of any holder of an issue of Senior Indebtedness unless the holders of the issue pursuant to its terms consent to the change.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company may establish, by delivery of an Officers’ Certificate to the Trustee, a record date for determining Securityholders of record entitled to give any consent or waiver.

After an amendment or supplement under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture.

Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to such Security or portion of a Security if a Responsible Officer of the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Securityholder. Notwithstanding the foregoing, if a record

date has been established for the purpose of determining Securityholders entitled to consent, such written notice of revocation must be signed by the Securityholder of record as of the record date or his duly appointed proxy.

The Trustee may place an appropriate notation relating to an amendment, supplement or waiver on any Security thereafter authenticated. The Company in exchange for all Securities may issue, and the Trustee shall authenticate, new Securities that reflect the amendment, supplement or waiver.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or Section 11.17 or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

The Trustee shall sign any amendment or supplement authorized pursuant to this Article if the amendment or supplement does not adversely affect the rights of the Trustee. If the amendment or supplement does adversely affect the Trustee’s rights, the Trustee may, but need not, sign it.

Subject to and upon compliance with the provisions of this Article and paragraph 8 of the Securities, at the option of the Holder thereof, any portion of the principle amount of any Security that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at any time on or prior to the close of business on February 15, 2011, subject in the case of conversion of any Global Security to any Applicable Procedures. The conversion right with respect to a Security or the portion thereof that the Company has elected to redeem or the Holder has elected to have repurchased by the Company in accordance with Article 4 hereof will terminate on the date (i) that is two Trading Days immediately preceding the applicable Redemption Date, or (ii) that the Holder has elected to participate in a repurchase upon a Fundamental Change, unless, in any case, the Company defaults in making the payment due upon such redemption or repurchase (in which case the conversion right will terminate at the close of business on the date such default is cured). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the conversion price in effect on the conversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000th of a share to be rounded up.

The initial conversion price is stated in paragraph 8 of the Securities. The conversion price is subject to adjustment as provided in this Article 11.

If a Security is converted into Common Stock pursuant to this Article 11, it ceases to be outstanding and interest on it ceases to accrue on the day of surrender of such Security for conversion.

To convert a Security a Holder must satisfy the requirements set forth in paragraph 8 of the Securities. The first date on which the Holder satisfies all those requirements in respect of a Security is the conversion date. As soon as practical on or after the conversion date, the Company shall deliver through the Conversion Agent a

certificate for the number of full shares of Common Stock issuable upon the conversion of that Security and a check for any fractional share. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures.

No payment or adjustment will be made for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 2.03(b) hereof), or for dividends or distributions on any Common Stock issued upon conversion of any Security.

If a Holder converts more than one Security at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Securities converted.

If Common Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification regarding compliance with the restrictions on transfer, by executing an assignment in the form attached to the Security.

Securities surrendered for conversion (in whole or in part) during the period from the close of business on any regular interest payment record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof converted after February 1, 2011, the last record date, or (a) called for redemption on a Redemption Date or (b) subject to purchase following a Fundamental Change Purchase Date, in each case of (a) or (b) occurring during the period beginning at the close of business on a regular interest payment record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company.

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

If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered to that Conversion Agent on the next succeeding Business Day with the same force and effect as if surrendered on such last day.

The Company will not issue a fractional share of Common Stock upon conversion of a Security. Instead the Company will deliver to the converting Securityholder its check for the current market value of the fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent, with .5 cents to be rounded up.

For purposes of this Section, the current market price of a share of Common Stock is the Quoted Price of the Common Stock on the last Trading Day prior to the conversion date.

If a Holder of a Security converts it, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. The Holder shall pay any such tax which is due because the shares are issued in a name other than such Holder’s.

The Company shall reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, enough shares of Common Stock to permit the conversion of the Securities.

All shares of Common Stock which may be issued upon conversion of the Securities shall be fully paid and nonassessable.

The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities and shall endeavor to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on The Nasdaq National Market or other over-the-counter market on which the Common Stock is traded.

(1) issues any shares of its capital stock as a dividend (or other distribution) on its Common Stock;

(2) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock;

(3) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or

(4) issues by reclassification of its Common Stock any shares of its capital stock,

then the conversion privilege and the conversion price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted will receive the number of shares of capital stock of the Company that would have been received (and if there is more than one class or series of such capital stock, then shares of each class or series in the same proportions that would have been received) upon consummation of such action by a Holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such action, with the aggregate conversion price to be divided evenly among the shares to be issued upon conversion thereof.

The adjustment described in the preceding paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

If, after an adjustment, a Holder of a Security may receive shares of two or more classes or series of capital stock of the Company upon conversion of such Security, the Company shall determine the allocation of the adjusted conversion price between or among such classes or series of capital stock based on a good faith estimate of the relative fair market values as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee. After such allocation, the conversion privilege and the conversion price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Article.

If the Company distributes any rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (as defined in Section 11.11), then, on the Record Date (as defined in this Section 11.07), the conversion price shall be adjusted in accordance with the formula:

The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants (for purposes of this Section 11.07 only, the “Record Date”).

Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06 or 11.07), the conversion price shall be reduced in accordance with the following formula:

The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”).

No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no

adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the current market price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Subject to the last paragraph of this Section 11.10, in the event that a tender or exchange offer (other than an odd-lot offer) made by the Company or any Subsidiary for all or a portion of the Common Stock shall expire and such tender or exchange offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) that, as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds 105% of the current market price per share of Common Stock at the Expiration Time, the conversion price shall be reduced in accordance with the following formula:

The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time.

For purposes of Sections 11.07, 11.08 and 11.10, the current market price per share of Common Stock on any date is the volume weighted average of the Quoted Prices of the Common Stock for five consecutive Trading Days selected by the Company commencing not more than 10 Trading Days before, and ending not later than, the earlier of the date in question and the Trading Day before the “ex” date, if any, with respect to the issuance or distribution requiring such computation. The term “ex” date, when used with respect to any issuance or distribution, means the first Trading Day on which the Common Stock trades regular way in the market from which the Quoted Price is then to be determined without the right to receive such issuance or distribution.

No adjustment in the conversion price need be made unless the adjustment would require an increase or decrease of at least 1% in the conversion price then in effect. Any adjustments which are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be, with .005 cents and 500/1,000 of a share to be rounded up.

No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest.

No adjustment need be made for a change in the par value (including a change to no par value) of the Common Stock.

To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Notwithstanding any provision to the contrary in this Indenture, no adjustment shall be made in the conversion price which would have the effect of reducing the conversion price below the par value of the Common Stock.

Whenever the conversion price is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment and file with the Trustee a certificate from the Company’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. In the absence of manifest error, such certificate shall be presumptive evidence that the adjustment is correct.

The Company from time to time may reduce the conversion price by any amount for any period of time if the period is at least 20 days and if the reduction is irrevocable during the period; PROVIDED, HOWEVER, that no such reduction shall be taken into account for the purposes of determining whether the last sale price of the Common Stock equals or exceeds 105% of the conversion price in connection with an event that would otherwise be a Fundamental Change pursuant to Section 4.04. Notwithstanding any provision to the contrary in this Indenture, the reduction of the conversion price pursuant to this Section 11.15 shall not require the consent of the Trustee or any Securityholder.

Whenever the conversion price is reduced, the Company shall mail to Securityholders and the Trustee a notice of the reduction. The Company shall mail the notice at least 15 days before the date the reduced

conversion price takes effect. The notice shall state the reduced conversion price and the period during which it will be in effect.

A reduction of the conversion price is deemed not to be in effect for purposes of calculating adjustments pursuant to Sections 11.06 through 11.10.

Subject to the first paragraph of this Section 11.15, the Company may reduce the conversion price, for the remaining term of the Securities or any shorter term, in addition to those adjustments required by Sections 11.06, 11.07, 11.08 and 11.10, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes.

(1) the Company takes any action which would require an adjustment in the conversion price pursuant to Section 11.08 but, in lieu of such adjustment, the Securityholders are entitled to participate therein (as described in the last paragraph of Section 11.08);

(2) the Company takes any action that would require a supplemental indenture pursuant to Section 11.17; or

the Company shall mail to Securityholders and the Trustee a notice stating the record date for any such distribution or the effective date of any such subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such record date. Failure to mail the notice or any defect in it shall not affect the validity of any transaction referred to in clause (1), (2) or (3) of this Section.

SECTION 11.17. PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF THE COMPANY OR TRANSFER OR LEASE

If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets not prohibited by Section 6.01 or a merger which reclassifies or changes its outstanding Common Stock, the Person formed by such consolidation or resulting from such merger or which assumes or leases such assets shall enter into a supplemental indenture.

The supplemental indenture shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets receivable upon the consolidation, merger, transfer or lease by a holder (other than any party to such transaction or any of its Affiliates) of the number of shares of Common Stock into which such Security might have been converted immediately before the effective date of such transaction, assuming such holder of Common Stock failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, transfer or lease (PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, transfer or lease is not the same for each share of Common Stock held immediately prior to such consolidation, merger, transfer or lease by others than the parties to such transaction or their Affiliates and in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, transfer or lease by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Article. If the issuer of securities

deliverable upon conversion of Securities is an Affiliate of the surviving, transferee or lessee corporation, that issuer shall join in the supplemental indenture. The successor Company shall mail to each Securityholder a notice briefly describing the supplemental indenture.

If this Section applies to a particular event, Section 11.06 shall not apply to such event.

Subject to compliance with the terms of this Indenture (including, without limitation, Section 11.14) and of the Securities, any determination which the Company or its Board of Directors must make pursuant to Section 11.03, 11.06, 11.08, 11.10, 11.11 or 11.12 shall be conclusive.

The Trustee has no duty to determine when an adjustment under this Article should be made, how it should be made or what it should be. The Trustee has no duty to determine the market price or market value of any fractional or other share. The Trustee has no duty to determine whether any provisions of a supplemental indenture under Section 11.17 are correct. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of the Securities. The Trustee shall not be responsible for the Company’s failure to comply with this Article. Each Conversion Agent other than the Company shall have the same protection under this Section as the Trustee.

The Company agrees, and each Securityholder by accepting a Security agrees, that the indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full of all Senior Indebtedness, and that the subordination is for the benefit of the holders of Senior Indebtedness.

(a) the principal of, interest (including, to the extent permitted by applicable law, interest on or after the commencement of a proceeding referred to in clauses (5) or (6) of Section 7.01 whether or not representing an allowed claim in such proceeding) on and any other amounts owing with respect to (i) any indebtedness of the Company and any Subsidiary, now or hereafter outstanding, in respect of borrowed money (other than the Securities), (ii) any indebtedness of the Company and any Subsidiary, now or hereafter outstanding, evidenced by a bond, note, debenture, capitalized lease, reimbursement obligation with respect to any letter of credit or other similar instrument, (iii) any other written obligation of the Company and any Subsidiary, now or hereafter outstanding, to pay money issued or assumed as all or part of the consideration for the acquisition of property, assets or securities and (iv) any guaranty or endorsement (other than for collection or deposit in the ordinary course of business) or discount with recourse of, or other agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire, to supply or advance funds or to become liable with respect to (directly or indirectly), any indebtedness or obligation of any person of the type referred to in the preceding subclauses (i), (ii) and (iii) now or hereafter outstanding; and

(b) any refundings, renewals or extensions of any indebtedness or other obligation described in clause (a) of this Section 12.02.

Notwithstanding the foregoing, (x) if, by the terms of the instrument creating or evidencing any indebtedness or obligation referred to in clauses (a) and (b) above, it is expressly provided that such indebtedness or obligation is not senior in right of payment to the Securities, such indebtedness or obligation shall not be included as Senior Indebtedness, (y) the Subordinated Notes shall not be included as Senior Indebtedness and shall rank pari passu with the Securities and (z) trade debt incurred in the ordinary course of business shall not be included as Senior Indebtedness.

“Representative” means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness.

Upon any distribution to creditors of the Company in a liquidation, dissolution or winding up of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

(1) holders of Senior Indebtedness shall be entitled to receive payment in full, in cash or in a manner satisfactory to the holders of such Senior Indebtedness, of all Senior Indebtedness before Securityholders shall be entitled to receive any payments of principal of or premium, if any, or interest on Securities; and

(2) until the Senior Indebtedness is paid in full in cash or in a manner satisfactory to the holders of such Senior Indebtedness, any distribution to which Securityholders would be entitled but for this Article shall be made to holders of Senior Indebtedness as their interests may appear.

A distribution may consist of cash, securities or other property. For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another Person upon the terms and conditions set forth in Article 6, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 6.

Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or any Holder receives for purposes of this Section.

SECTION 12.04. COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN CIRCUMSTANCES

(a) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof, premium, if any, and interest thereon and any other amounts owing in respect thereof shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or premium, if any, or interest on the Securities or to acquire any of the Securities.

(b) Upon the happening of a default or event of default in the payment of the principal, premium, if any, or interest on the Senior Indebtedness, then, unless such default or event of default has been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal, premium, if any, or interest on (or otherwise in respect of) the Securities or to acquire any of the Securities.

(c) Upon the happening of a default or event of default in respect of the Senior Indebtedness (other than a default or event of default in payment of the principal, premium, if any, or interest on the Senior Indebtedness) and if the Trustee and the Company receive a notice of such default or event of default from the holders of the Senior Indebtedness or their Representative (a “Payment Blockage Notice”), then no payment shall be made by the Company with respect to the principal, premium, if any, or interest on (or otherwise in respect of) the Securities until the earlier of (i) the date on which such default or event of default shall have been cured or waived or shall have ceased to exist or (ii) the 119th day after the date of such receipt of such Payment Blockage Notice. No more than one Payment Blockage Notice shall be effective for purposes of this section during any 365 consecutive day period. For purposes of this paragraph, no such default or event of default that existed upon first delivery of any Payment Blockage Notice shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default or event of default shall have been cured or waived for a period of 180 consecutive days.

(d) In the event that any Securities are declared due and payable before their maturity, then and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or a Holder prohibited by the foregoing provisions of this Section 12.04 , and if such fact shall, at or prior to the time of such payment, has been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration.

No default in payment or event of default with respect to any Senior Indebtedness shall be deemed to be a default in payment or event of default if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), PROVIDED that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Indebtedness as to which the Company has waived the application of this paragraph in the instrument evidencing such Senior Indebtedness or by which such Senior Indebtedness is created, incurred, assumed or guaranteed by the Company.

If a distribution is made to the Trustee or the Securityholders that, because of this Article, should not have been made to them, the Securityholders who receive the distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear.

The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of principal of or premium, if any, or interest on the Securities to violate this Article.

After all Senior Indebtedness is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Securityholders have been applied to the payment of Senior Indebtedness. A distribution made under this Article to holders of Senior Indebtedness which otherwise would have been made to Securityholders is not, as between the Company and Securityholders, a payment by the Company on Senior Indebtedness.

This Article defines the relative rights of Securityholders and holders of Senior Indebtedness. Nothing in this Indenture shall:

(1) impair, as between the Company and Securityholders, the obligation of the Company, which is absolute and unconditional, to pay principal of and premium, if any, and interest on the Securities in accordance with their terms;

(2) affect the relative rights of Securityholders and creditors of the Company, other than holders of Senior Indebtedness; or

(3) prevent the Trustee or any Securityholder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to Securityholders.

If the Company fails because of this Article to pay principal of or premium, if any, or interest on a Security on the due date, such failure shall nevertheless be deemed a Default.

No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with the terms of this Indenture.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative.

Notwithstanding any provisions of this Indenture to the contrary, the Trustee and any Paying Agent may continue to make payments on the Securities and shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of such payments until it receives written notice (received by a Responsible Officer, in the case of the Trustee) reasonably satisfactory to it that payments may not be made under this Article and, prior to the receipt of any such notice, the Trustee, subject to the provisions of Section 8.01, and any Agent shall be entitled to assume conclusively that no such facts exist. The Company, an Agent, a Representative or a holder of Senior Indebtedness may give the notice. If an issue of Senior Indebtedness has a Representative, only the Representative (or any Representative, if more than one) may give the notice with respect to such Senior Indebtedness.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a Representative) to establish that such notice has been given by a holder of Senior Indebtedness (or a Representative), and shall be entitled to rely on any written notice by a Person representing himself to be a holder of Senior Indebtedness to the effect that such issue of Senior Indebtedness has no Representative.

Except as provided in Section 9.02, any deposit of monies by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or premium, if any, or interest on, or Fundamental Change Purchase Price or applicable Redemption Price, if any, of any Securities shall be subject to the provisions of this Article 12, except that if, at least three Business Days prior to the date on which by the terms of this Indenture any such monies may become payable for any purpose (including, without limitation, the payment of principal of, or premium, if any, or interest on any Security), the Trustee shall not have received with respect to such monies the notice provided for in this Section 12.13, then the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it within three business days prior to or on or after such date. This Section shall be construed solely for the benefit of the Trustee and Paying Agent and shall not otherwise affect the rights of holders of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of the Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment.

The Trustee shall not be deemed to owe any fiduciary duty to holders of Senior Indebtedness by virtue of the provisions of this Article 12. The Trustee’s responsibilities to the holders of Senior Indebtedness are limited to those set forth in this Article and no implied covenants or obligations shall be read into this Indenture. The Trustee shall not become liable to the holders of Senior Indebtedness if it makes a payment prohibited by this Article in good faith.

The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07.

Each Holder of Securities, by acceptance thereof, authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Until such time as this Indenture shall be qualified under the TIA, this Indenture, the Company and the Trustee shall be deemed for all purposes hereof to be subject to and governed by the TIA to the same extent as would be the case if this Indenture were so qualified on the date hereof.

Any notice or communication to the Company or the Trustee by the other shall be duly given if in writing and delivered in person or by overnight courier or mailed by first class mail or transmitted by telephone facsimile transmission (and receipt confirmed) addressed as follows:

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Securityholder shall be mailed by first-class mail to his address as shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.

If a notice or communication is delivered, mailed or transmitted in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and any other person shall have the protection of TIA Section 312(c).

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate stating that, in the opinion of the signer thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 5.03) shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

The Trustee may make reasonable rules for action by, or a meeting of, Securityholders. The Registrar, Paying Agent and Conversion Agent may each make reasonable rules and set reasonable requirements for its respective functions.

A “Legal Holiday” is a Saturday, Sunday or a day on which banking institutions in New York, New York are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at such place on the next succeeding day that is not a Legal

Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST & CLEARING CORPORATION TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST & CLEARING CORPORATION (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST & CLEARING CORPORATION), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]¹

[THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND THE COMMON STOCK (AND ANY OTHER SECURITIES) ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]²

[THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK (AND ANY OTHER SECURITIES) ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.]²

[THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.^]2

Citadel Broadcasting Corporation, a Delaware corporation, for value received, promises to pay to Cede & Co., or registered assigns, the principal sum of DOLLARS (U.S. $ ) [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Securities on the reverse side of this Security]³ on February 15, 2011.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

CITADEL BROADCASTING CORPORATION (the “Company”), a Delaware corporation, promises to pay interest on the principal amount of this Security at the initial rate of 4.00% per annum.

If, as of December 31, 2008, the aggregate principal amount of the remaining outstanding Securities is greater than $165.0 million, then (i) the annual interest rate on the Securities outstanding as of December 31, 2008 shall retroactively increase by 2% to a rate of 6.00% (the “Interest Step-Up”) per annum, which increase shall be deemed to have accrued from and including January 1, 2008, and the Interest Step-Up that is so deemed to have accrued from and including January 1, 2008 but is unpaid shall be paid on the next interest payment date (as defined below) to Holders at the close of business on the relevant record date specified herein; and (ii) at all times from and after January 1, 2009, the annual interest rate on any Securities outstanding shall equal the “2009 Interest Rate,” which shall be determined in the following manner:

If, as of December 31, 2008, the aggregate principal amount of the remaining outstanding Securities is less than or equal to $165.0 million, then (i) on January 1, 2009, the annual interest rate on the Securities outstanding as of such date shall be increased to a rate of 8.00% per annum, which increase shall be effective through December 31, 2009; and (ii) at all times from and after January 1, 2010, the annual interest rate on any Securities outstanding shall be equal the “2010 Interest Rate,” which shall determined in the following manner:

For purposes of this Section 1, the aggregate principal amount of remaining outstanding Securities will be determined in accordance with Section 2.07 of the Indenture; provided that, for purposes of this determination, any Security held by the Company or any of its Subsidiaries will cease to be outstanding.

The Company will pay interest semi-annually on February 15 and August 15 of each year (each, an “interest payment date”), commencing on August 15, 2008 (the “initial interest payment date”) to Holders at the close of business on the relevant record dates specified herein. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 2008 (the “issue date”); provided that the Securities outstanding on the issue date shall be deemed to have accrued interest from and including January 1, 2008 to but excluding the issue date, and the Company promises to pay such interest, at a rate of 2.125% (the “make-whole interest payment”). Such make-whole interest payment shall be paid on the initial interest payment date to Holders of record as of August 1, 2008. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company will pay interest on the Securities (except defaulted interest) to the persons who are registered Holders at the close of business on the February 1 or August 1 next preceding the interest payment date (including Securities that are cancelled after the record date and on or before the interest payment date). Holders must surrender Securities to a Paying Agent to collect principal and any premium payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

Initially, Wilmington Trust Company (the “Trustee”) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent by giving notice to the Trustee. The Company may act as Paying Agent, Registrar or Conversion Agent.

The Company issued this Security as one of a duly authorized issue of Notes of the Company designated as its Amended & Restated Convertible Subordinated Notes Due 2011 (the “Securities”) under an Indenture dated

as of , 2008 (the “Indenture”), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. Terms used herein that are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. The Securities are general unsecured obligations of the Company limited to $275.0 million in aggregate principal amount.

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

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

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

(i) 2008 Asset Sales. To the extent the Company receives any Net Proceeds from Asset Sales during the period from January 1, 2008 through December 31, 2008 (“2008 Asset Sales”), then, subject to the last sentence of this paragraph, (x) so long as the aggregate principal amount of the remaining outstanding Securities is more than $165.0 million, the Company shall be required to apply the first $99.0 million of aggregate Net Proceeds from 2008 Asset Sales at the applicable redemption price set forth in paragraph 5(A) above, plus accrued and unpaid interest thereon, to redeem Securities until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $165.0 million; and (y) so long as the aggregate principal amount of the remaining outstanding Securities is more than $82.5 million, the Company shall be required to apply 50% of the aggregate Net Proceeds from 2008 Asset Sales at the applicable redemption price set forth in paragraph 5(A) above to redeem Securities until the aggregate principal amount of the remaining outstanding Securities is equal to or less than $82.5 million. Within 60 days after the receipt by the Company of $50.0 million or more of aggregate Net Proceeds from 2008 Asset Sales, the Company shall have redeemed the applicable amount of Securities in accordance with the terms set forth above, and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2008 Asset Sales, the Company shall redeem the applicable amount of Securities in accordance with the terms set forth above.

days of receipt by the Company of $40.0 million or more of aggregate Net Proceeds from 2009 Asset Sales, the Company shall have redeemed the applicable amount of Securities in accordance with the terms set forth above and each time thereafter upon receipt of an aggregate of $25.0 million in additional Net Proceeds from 2009 Asset Sales, the Company shall redeem the applicable amount of Securities in accordance with the terms set forth above.

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

For purposes of this Section 5, the aggregate principal amount of remaining outstanding Securities will be determined in accordance with Section 2.07 of the Indenture; provided that, for purposes of this determination, any Security held by the Company or any of its Subsidiaries will cease to be outstanding.

Redemption of Securities pursuant to this Section 5 shall be referred to herein as a “Redemption,” the date on which such Redemption occurs shall be referred to herein as the “Redemption Date.”

At least 15 days but not more than 60 days before the applicable Redemption Date, the Company shall mail a notice of redemption to the Trustee and each Holder whose Securities are to be redeemed at such Holder’s address as shown on the register kept by the Registrar, and to beneficial owners as required by applicable law. Securities in denominations larger than $1,000 may be redeemed in part, but only in integral multiples of $1,000. On and after the applicable Redemption Date, as the case may be, interest shall cease to accrue on Securities or any portion of them called for Redemption; provided that funds in the requisite amount are paid or made available for payment on that date.

If a Fundamental Change (as defined below) occurs, each Holder shall have the right, at the Holder’s option, to require the Company to repurchase all of such Holder’s Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the “Fundamental Change Purchase Date”) selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”).

Unless the Company shall have theretofore called for Redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Fundamental Change, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a notice (the “Fundamental Change Company Notice”) describing, among other things, the occurrence of such Fundamental Change and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Fundamental Change Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Fundamental Change Company Notice (the “Final Surrender Date”) the Securities with respect to which the right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Company.

If consideration sufficient to pay the Fundamental Change Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Fundamental Change Purchase Date is deposited with the Paying Agent, then on the Fundamental Change Purchase Date, the Holder thereof shall have no other rights other than the right to receive the Fundamental Change Purchase Price, together with accrued and unpaid interest up to but not including the Fundamental Change Purchase Date, upon surrender of such Security.

The Company shall pay the Fundamental Change Purchase Price, at its option, either in cash or Common Stock (or a combination of cash and Common Stock) and shall specify the type of consideration for the Fundamental Change Purchase Price in the Fundamental Change Company Notice; provided that the Company’s right to exercise its election to repurchase Securities through the issuance of shares of Common Stock shall be conditioned upon: (1) the registration of such shares of Common Stock under the Securities Act, if required; (2) any qualification of such shares of Common Stock under the applicable state securities laws, if necessary, or the availability of an exemption from such qualification; (3) the listing of such shares of Common Stock on a United States national securities exchange or the quotation of such shares of Common Stock in an inter-dealer quotation system of any registered United States national securities association; (4) the receipt by the Trustee of an Officers’ Certificate stating: (i) that the terms of the issuance of the shares of Common Stock are in conformity with the Indenture; (ii) that the shares of Common Stock to be issued in payment of the Fundamental Change Purchase Price in respect of the Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Fundamental Change Purchase Price in respect of Securities, will be validly issued, fully paid, non-assessable and free from preemptive rights; (iii) that the conditions in clauses (i) and (ii) of this paragraph (4) and the conditions in paragraphs (1) – (3) above have been satisfied in all material respects; and (iv) the number of shares of Common Stock to be issued for each $1,000 principal amount of Securities and the Quoted Price of a share of Common Stock on each Trading Day during the period the average Quoted Price is calculated; and (5) the receipt by the Trustee of an Opinion of Counsel stating that: (i) the shares of Common Stock to be issued in payment of the Fundamental Change Purchase Price in respect of Securities have been duly authorized, and when issued and delivered pursuant to the terms of the Indenture in payment of the Fundamental Change Purchase Price in respect of Securities, will be validly issued, fully paid and non-assessable and (ii) the shares of Common Stock to be issued upon payment of the Fundamental Change Purchase Price are not subject to any restrictions on transfer under the Securities Act. If the foregoing conditions are not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date, the Company shall pay the entire Fundamental Change Purchase Price in respect of the Securities being redeemed in cash.

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

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

(iii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another Person (other than (a) a stock-for-stock merger, (b) a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (c) a merger that is effected solely to change the jurisdiction of incorporation of the Company, (d) any consolidation with or merger of the Company into a wholly owned Subsidiary, or any sale or transfer by the Company of all or substantially all of its assets to one or more of its wholly owned Subsidiaries, in any one transaction or a series of transactions or (e) any transaction in which the Principals and/or Related Parties have, directly or indirectly, 50% or more of the total voting power of all shares of capital stock of the continuing or surviving corporation or entity to which such assets are sold or transferred, entitled to vote generally in elections of directors of the continuing or surviving corporation immediately after the transaction; provided, in any such case (a)-(e), that the resulting corporation or each such subsidiary assumes or guarantees the Company’s obligations under the Securities); provided that a Fundamental Change shall not occur with respect to any such transaction described in paragraph (i), (ii) or (iii) above if either (x) the last sale price of the Common Stock for any five Trading Days during the ten Trading Days immediately preceding the later of the public announcement by the Company of such transaction or the occurrence of such Fundamental Change is at least equal to 105% of the conversion price in effect on such Trading Day or (y) the consideration in such transaction to the holders of Common Stock consists of cash, securities that are, or immediately upon issuance will be, listed on a national securities exchange or quoted on The Nasdaq National Market, or a combination of cash and such securities, and the aggregate fair market value of such consideration (which, in the case of such securities, shall be equal to the average of the last sale prices of such securities during the ten consecutive Trading Days commencing with the sixth Trading Day following consummation of the transaction) is at least 105% of the conversion price in effect on the date immediately preceding the closing date of such transaction; provided further that any action made or taken by the Company that is related in any way to the ABC Radio Transaction or to the Transaction Documents, including, without limitation, the Merger Agreement, the Support Agreement or the Tax Sharing and Indemnification Agreement, shall not be deemed a Fundamental Change.

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

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

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

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

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

Subject to the terms of the Indenture, Holders may surrender Securities for conversion into shares of Common Stock at the conversion price then in effect. The conversion right with respect to the Security or the portion of the Security being redeemed will expire at the close of business on the date that is two Trading Days immediately preceding such Redemption Date unless the Company defaults in making payments due upon such Redemption Date. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the conversion price in effect on the conversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder at the close of business on a record date pursuant to Section 2 hereof) or for dividends or distributions on the Common Stock will be made. The Company will deliver a check for the current market value of such fractional shares rounded down to the nearest cent based on the current market price of the Common Stock.

A Security which a Holder has delivered for repurchase upon a Fundamental Change may no longer be converted. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided that any adjustment that would otherwise be required to be made shall be earned forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days.

The initial conversion price is $25.16 per share of Common Stock, subject to adjustment in certain events described in the Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days.

To convert a Security, a Holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion by book-entry transfer to the Conversion Agent, which will initially be the Trustee, through the facilities of DTC and in accordance with the Applicable Procedures as in effect from time to time. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000.

If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

The Securities are subordinated in right of payment to Senior Indebtedness, which is defined in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Securities may be paid. The Company agrees, and each Holder by accepting a Security agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give effect to such provisions, and each Holder appoints the Trustee his attorney-in-fact for any and all such purposes.

The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may register the transfer of or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may be imposed in relation thereto by law or permitted by the Indenture.

In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, redemption, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.⁴

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented, with the consent of the Company and the Holders of a majority in aggregate principal amount of the Securities at the time outstanding, and any existing default may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding. Without the consent of any Holder, the Indenture or the Securities may be amended, inter alia, to cure any ambiguity, defect or inconsistency, to provide for assumption of Company obligations to Holders in the case of a merger or acquisition, or to make any change that does not materially adversely affect the rights of any Holder.

An Event of Default is (i) default in the payment of interest on any Security when due and payable and the default continues uncured for a period of 30 days, whether or not such payment is prohibited or restricted by the subordination provisions of the Indenture; (ii) default in payment of principal of or premium, if any, on any Security when due and payable, whether at maturity, upon redemption or otherwise and whether or not such payment is prohibited or restricted by the subordination provisions of the Indenture; (iii) default in payment of the Fundamental Change Purchase Price to be paid upon a purchase at the option of the Holder pursuant to Section 7, whether or not such payment is prohibited or restricted by the subordination provisions of the Indenture; (iv) default in the performance of any other of the covenants or agreements of the Company in the Indenture that continues uncured for 60 days after written notice to it by the Trustee or Holders of at least 25% aggregate principal amount of Securities at the time outstanding; (v) failure by the Company to make any payment when due, including any applicable grace period in respect of indebtedness of the Company if such payment exceeds $20,000,000; (vi) default by the Company with respect to any of its indebtedness for borrowed money, which default results in acceleration of any such indebtedness that is in an amount in excess of $20,000,000; and (vii) certain events of bankruptcy or insolvency.

If an Event of Default occurs and is continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding may declare the principal of, and accrued and unpaid interest on, all the Securities to be due and payable immediately. If the

Event of Default relates to bankruptcy, insolvency, or reorganization, the principal of, and accrued interest on, all Securities shall become due and payable immediately, without any action required of the Trustee or the Holders.

Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or premium, if any, or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

The Trustee and any agent under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee or agent.

No director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent on the face hereof.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as but not limited to: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE SECURITIES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. IT ALSO WILL FURNISH THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO: CITADEL BROADCASTING CORPORATION, CITY CENTER WEST, SUITE 400, 7201 WEST LAKE MEAD BOULEVARD, LAS VEGAS, NEVADA 89128, ATTENTION: SECRETARY.

The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Citadel Broadcasting Corporation Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

To convert this Security into Citadel Broadcasting Corporation Common Stock of the Company, check the box: ¨

To convert only part of this Security, state the amount (must be $1,000 or any whole multiple thereof): $ .

If you want the stock certificate made out in another Person’s name, fill in the form below:

(1) Pursuant to Article 4 of the Indenture and Section 7 of the Securities, the undersigned hereby elects to have this Security, certificate number , repurchased by the Company as of the Fundamental Change Purchase Date.

(2) The undersigned hereby directs the Trustee or the Company to pay it or an amount in cash or, at the Company’s election, Common Stock valued as set forth in the Indenture, equal to 100% of the principal amount to be repurchased (less any cash payments) (as set forth below), or a combination of cash and Common Stock, plus interest accrued and unpaid to, but excluding, the Fundamental Change Repurchase Date, as provided in the Indenture.

Signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Principal amount to be repurchased (at least U.S. $1,000 or an integral multiple of $1,000 in excess thereof):

Remaining principal amount following such repurchase (not less than U.S. $1,000):

NOTICE: The signature to the foregoing election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

To assign this Security or, in the event of conversion, shares of Citadel Broadcasting Corporation Common Stock, fill in the form below:

I or we assign and transfer this Security, or shares of Citadel Broadcasting Corporation Common Stock, to

and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

The following exchanges, redemptions, repurchases or conversions of a part of this Global Security have been made:

Re: Amended & Restated Convertible Subordinated Notes due 2011 (the “Securities”) of Citadel Broadcasting Corporation.

This certificate relates to $ principal amount of Securities owned in (check applicable box)

The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities.

In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.05 of the Indenture dated as of , 2008 between Citadel Broadcasting Corporation and Wilmington Trust Company, as Trustee, (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box):

¨ Such Security is being transferred pursuant to an effective registration statement under the Securities Act.

¨ Such Security is being acquired for the Transferor’s own account, without transfer.

¨ Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture).

¨ Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A.

¨ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act.

¨ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act.

The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security that is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A).


		Page
SUMMARY		1

UNAUDITED PRO FORMA FINANCIAL INFORMATION		4

RISK FACTORS		9

USE OF PROCEEDS		11

THE OFFER		12

DESCRIPTION OF THE AMENDED NOTES		22

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		36

ANNEX A – FORM OF AMENDED NOTES INDENTURE		A-1


	Historical			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	200,321		$	(49,500	)⁽¹⁾	$	149,434
					(1,000	)⁽¹⁾
					(387	)⁽²⁾
Accounts receivable, net		198,580						198,580
Prepaid expenses and other current assets (including deferred income tax assets of $28,956)		39,660						39,660

Total current assets		438,561			(50,887	)		387,674
Long term assets:
Property and equipment, net		135,623						135,623
FCC licenses		2,192,422						2,192,422
Goodwill		948,920						948,920
Customer relationships, net		65,992						65,992
Other assets, net		61,917			(551	)⁽³⁾		61,366

Total assets	$	3,843,435		$	(51,438	)	$	3,791,997

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued liabilities and other liabilities	$	114,064		$	(387	)⁽²⁾	$	113,677
Long-term liabilities:
Senior debt		2,135,000						2,135,000
Convertible subordinated notes (net of discount of $1,528 historical and $6,601 pro forma)		328,472			(55,000	)⁽¹⁾		268,398
					(275,000	)⁽¹⁾
					275,000	⁽¹⁾
					(5,074	)⁽⁴⁾
Other long-term liabilities, less current portion		67,554			5,074	⁽⁴⁾		72,628
Deferred income tax liabilities		571,106			1,800	⁽¹⁾		572,686
					(220	)⁽³⁾

Total liabilities		3,216,196			(53,807	)		3,162,389

Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value—authorized, 200,000,000 shares; no shares issued or outstanding		—						—
Common stock, $.01 par value—authorized, 500,000,000 shares; issued 290,726,502 shares; outstanding, 263,891,162		2,907						2,907
Additional paid-in capital		2,422,076						2,422,076
Treasury stock, at cost, 26,835,340 shares		(343,042	)					(343,042	)
Accumulated other comprehensive loss, net		(30,369	)					(30,369	)
Accumulated deficit		(1,424,333	)		2,700	⁽¹⁾		(1,421,964	)
					(331	)⁽³⁾

Total stockholders’ equity		627,239			2,369			629,608

Total liabilities and stockholders’ equity	$	3,843,435		$	(51,438	)	$	3,791,997


	Historical			Adjustments			Pro Forma
Net revenues	$	719,757		$	—		$	719,757
Operating Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below		253,232						253,232
Selling, general and administrative		197,106						197,106
Corporate general and administrative		44,642						44,642
Local marketing agreement fees		1,326						1,326
Asset impairment and disposal charges		1,612,443						1,612,443
Depreciation and amortization		30,678						30,678
Other, net		(3,900	)					(3,900	)

Operating expenses		2,135,527			—			2,135,527

Operating loss		(1,415,770	)		—			(1,415,770	)

Interest expense, net		100,741			4,813	⁽⁴⁾		106,599	⁽⁶⁾
					(185	)⁽³⁾
					1,230	⁽⁴⁾
Write off of deferred financing costs upon extinguishment of debt		555						555

Loss before income taxes		(1,517,066	)		(5,858	)		(1,522,924	)
Income tax benefit		(231,830	)		(2,343	)⁽⁵⁾		(234,173	)

Net loss	$	(1,285,236	)	$	(3,515	)	$	(1,288,751	)

Net loss per share—basic and diluted	$	(6.61	)				$	(6.63	)

Weighted average common shares outstanding—basic and diluted		194,374						194,374


Payment of cash for redemption of Existing Notes	$	49,500
Payment of cash for estimated Offer expenses		1,000
Gain on early extinguishment of debt, net of tax, recognized in pro forma stockholders’ equity		2,700
Reduction in long-term deferred tax asset		1,800

Decrease in Existing Notes	$	55,000


Reduction in other assets, net, due to write off of deferred financing costs	$	551
Reduction in deferred tax liability		(220	)

Decrease in net income recognized in pro forma stockholders’equity	$	331


		Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE		A-1
SECTION 1.01.	DEFINITIONS	A-1
SECTION 1.02.	OTHER DEFINITIONS	A-4
SECTION 1.03.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	A-5
SECTION 1.04.	RULES OF CONSTRUCTION	A-5

ARTICLE 2. THE SECURITIES		A-6
SECTION 2.01.	FORM AND DATING	A-6
SECTION 2.02.	EXECUTION AND AUTHENTICATION	A-7
SECTION 2.03.	PAYMENT ON SECURITIES; PAYING AGENT TO HOLD MONEY IN TRUST	A-7
SECTION 2.04.	SECURITYHOLDER LISTS	A-8
SECTION 2.05.	TRANSFER AND EXCHANGE	A-8
SECTION 2.06.	REPLACEMENT SECURITIES	A-8
SECTION 2.07.	OUTSTANDING SECURITIES	A-9
SECTION 2.08.	TREASURY SECURITIES	A-9
SECTION 2.09.	TEMPORARY SECURITIES	A-9
SECTION 2.10.	CANCELLATION	A-9
SECTION 2.11.	DEFAULTED INTEREST	A-10
SECTION 2.12.	CUSIP NUMBERS	A-10
SECTION 2.13.	ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS	A-10

ARTICLE 3. REDEMPTION		A-14
SECTION 3.01.	REDEMPTION RIGHTS AND OBLIGATIONS	A-14
SECTION 3.02.	SELECTION OF SECURITIES TO BE REDEEMED	A-15
SECTION 3.03.	NOTICE OF REDEMPTION	A-16
SECTION 3.04.	EFFECT OF NOTICE OF REDEMPTION	A-17
SECTION 3.05.	DEPOSIT OF REDEMPTION PRICE	A-17
SECTION 3.06.	SECURITIES REDEEMED IN PART	A-17

ARTICLE 4. REPURCHASES		A-17
SECTION 4.01.	REPURCHASE UPON FUNDAMENTAL CHANGE	A-17
SECTION 4.02.	NOTICES, ETC.	A-18
SECTION 4.03.	EXERCISING FUNDAMENTAL CHANGE REPURCHASE RIGHT	A-18
SECTION 4.04.	CERTAIN DEFINITIONS	A-21

ARTICLE 5. COVENANTS		A-22
SECTION 5.01.	PAYMENT OF SECURITIES	A-22
SECTION 5.02.	MAINTENANCE OF OFFICES OR AGENCIES	A-23
SECTION 5.03.	COMMISSION REPORTS	A-23
SECTION 5.04.	COMPLIANCE CERTIFICATE	A-23
SECTION 5.05.	CORPORATE EXISTENCE	A-23
SECTION 5.06.	NOTICE OF DEFAULTS	A-24
SECTION 5.07.	FURTHER INSTRUMENTS AND ACTS	A-24
SECTION 5.08.	RESALE OF CERTAIN SECURITIES	A-24
SECTION 5.09.	DELIVERY OF CERTAIN INFORMATION	A-24
SECTION 5.10.	PAYMENT OF TAXES AND OTHER CLAIMS	A-24
SECTION 5.11.	REGISTRATION AND LISTING	A-25

ARTICLE 6. SUCCESSORS		A-25
SECTION 6.01.	WHEN COMPANY MAY MERGE, ETC.	A-25
SECTION 6.02.	SUCCESSOR SUBSTITUTED	A-25


		Page
ARTICLE 7. DEFAULTS AND REMEDIES		A-26
SECTION 7.01.	EVENTS OF DEFAULT	A-26
SECTION 7.02.	ACCELERATION	A-27
SECTION 7.03.	OTHER REMEDIES	A-27
SECTION 7.04.	WAIVER OF PAST DEFAULTS	A-27
SECTION 7.05.	CONTROL BY MAJORITY	A-27
SECTION 7.06.	LIMITATION ON SUITS	A-27
SECTION 7.07.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	A-28
SECTION 7.08.	COLLECTION SUIT BY TRUSTEE	A-28
SECTION 7.09.	TRUSTEE MAY FILE PROOFS OF CLAIM	A-28
SECTION 7.10.	PRIORITIES	A-28
SECTION 7.11.	UNDERTAKING FOR COSTS	A-29

ARTICLE 8. TRUSTEE		A-29
SECTION 8.01.	DUTIES OF TRUSTEE	A-29
SECTION 8.02.	RIGHTS OF TRUSTEE	A-30
SECTION 8.03.	INDIVIDUAL RIGHTS OF TRUSTEE	A-31
SECTION 8.04.	TRUSTEE’S DISCLAIMER	A-31
SECTION 8.05.	NOTICE OF DEFAULTS	A-31
SECTION 8.06.	REPORTS BY TRUSTEE TO HOLDERS	A-31
SECTION 8.07.	COMPENSATION AND INDEMNITY	A-31
SECTION 8.08.	REPLACEMENT OF TRUSTEE	A-32
SECTION 8.09.	SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC.	A-33
SECTION 8.10.	ELIGIBILITY; DISQUALIFICATION	A-33
SECTION 8.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	A-33
SECTION 8.12.	TRUSTEE’S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY	A-33

ARTICLE 9. DISCHARGE OF INDENTURE		A-34
SECTION 9.01.	TERMINATION OF COMPANY’S OBLIGATIONS	A-34
SECTION 9.02.	APPLICATION OF TRUST MONEY	A-34
SECTION 9.03.	REPAYMENT TO COMPANY	A-34
SECTION 9.04.	INDEMNITY FOR GOVERNMENT OBLIGATIONS	A-35
SECTION 9.05.	REINSTATEMENT	A-35

ARTICLE 10. AMENDMENTS, SUPPLEMENTS AND WAIVERS		A-35
SECTION 10.01.	WITHOUT CONSENT OF HOLDERS	A-35
SECTION 10.02.	WITH CONSENT OF HOLDERS	A-36
SECTION 10.03.	COMPLIANCE WITH TRUST INDENTURE ACT	A-36
SECTION 10.04.	REVOCATION AND EFFECT OF CONSENTS	A-36
SECTION 10.05.	NOTATION ON OR EXCHANGE OF SECURITIES	A-37
SECTION 10.06.	TRUSTEE TO SIGN AMENDMENTS, ETC.	A-37

ARTICLE 11. CONVERSION		A-37
SECTION 11.01.	CONVERSION PRIVILEGE	A-37
SECTION 11.02.	CONVERSION PROCEDURE	A-37
SECTION 11.03.	FRACTIONAL SHARES	A-38
SECTION 11.04.	TAXES ON CONVERSION	A-38
SECTION 11.05.	COMPANY TO PROVIDE STOCK	A-39
SECTION 11.06.	ADJUSTMENT FOR CHANGE IN CAPITAL STOCK	A-39


		Page
SECTION 11.07.	ADJUSTMENT FOR RIGHTS ISSUE	A-39
SECTION 11.08.	ADJUSTMENT FOR CERTAIN DISTRIBUTIONS	A-40
SECTION 11.09.	[INTENTIONALLY OMITTED]	A-41
SECTION 11.10.	ADJUSTMENT FOR TENDER OR EXCHANGE OFFER	A-41
SECTION 11.11.	CURRENT MARKET PRICE	A-42
SECTION 11.12.	WHEN ADJUSTMENT MAY BE DEFERRED	A-42
SECTION 11.13.	WHEN NO ADJUSTMENT REQUIRED	A-42
SECTION 11.14.	NOTICE OF ADJUSTMENT	A-42
SECTION 11.15.	VOLUNTARY REDUCTION	A-42
SECTION 11.16.	NOTICE OF CERTAIN TRANSACTIONS	A-43
SECTION 11.17.	PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF THE COMPANY OR TRANSFER OR LEASE	A-43
SECTION 11.18.	COMPANY DETERMINATION FINAL	A-44
SECTION 11.19.	TRUSTEE’S DISCLAIMER	A-44

ARTICLE 12. SUBORDINATION		A-44
SECTION 12.01.	AGREEMENT TO SUBORDINATE	A-44
SECTION 12.02.	CERTAIN DEFINITIONS	A-44
SECTION 12.03.	LIQUIDATION; DISSOLUTION; BANKRUPTCY	A-45
SECTION 12.04.	COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN CIRCUMSTANCES	A-45
SECTION 12.05.	ACCELERATION OF SECURITIES	A-46
SECTION 12.06.	DISPUTED DEFAULT	A-46
SECTION 12.07.	WHEN DISTRIBUTION MUST BE PAID OVER	A-47
SECTION 12.08.	NOTICE BY COMPANY	A-47
SECTION 12.09.	SUBROGATION	A-47
SECTION 12.10.	RELATIVE RIGHTS	A-47
SECTION 12.11.	SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY	A-47
SECTION 12.12.	DISTRIBUTION OR NOTICE TO REPRESENTATIVE	A-48
SECTION 12.13.	RIGHTS OF TRUSTEE AND PAYING AGENT	A-48
SECTION 12.14.	EFFECTUATION OF SUBORDINATION BY TRUSTEE	A-49

ARTICLE 13. MISCELLANEOUS		A-49
SECTION 13.01.	TRUST INDENTURE ACT CONTROLS	A-49
SECTION 13.02.	NOTICES	A-49
SECTION 13.03.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	A-50
SECTION 13.04.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	A-50
SECTION 13.05.	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	A-50
SECTION 13.06.	RULES BY TRUSTEE AND AGENTS	A-50
SECTION 13.07.	LEGAL HOLIDAYS	A-50
SECTION 13.08.	GOVERNING LAW	A-50
SECTION 13.09.	NO RECOURSE AGAINST OTHERS	A-51
SECTION 13.10.	SUCCESSORS	A-51
SECTION 13.11.	COUNTERPART ORIGINALS	A-51
SECTION 13.12.	SEVERABILITY	A-51

EXHIBIT A. FORM OF NOTE


Term	Defined in Section
“2008 Asset Sales”	3.01	(c)
“2009 Asset Sales”	3.01	(c)
“Agent Members”	2.01
“Bankruptcy Law”	7.01
“Capital Stock”	4.04	(a)
“Company Order	2.02
“Current Market Price”	11.11
“Custodian”	7.01
“Depositary”	2.01	(a)
“DTC”	2.01	(a)
“Event of Default”	7.01
“Exchange Act”	4.04	(b)
“Expiration Time”	11.10
“Final Surrender Date”	4.03	(a)
“Fundamental Change”	4.04	(b)
“Fundamental Change Company Notice”	4.02
“Fundamental Change Purchase Date”	4.03	(a)
“Fundamental Change Purchase Price”	4.01


Term	Defined in Section
“Legal Holiday”	13.07
“Liquidated Damages”	5.09
“Payment Blockage Notice	12.04
“Principal”	4.04	(d)
“Purchased Shares”	11.10
“Registrable Securities”	5.09
“Redemption”	3.01
“Redemption Date”	3.01
“Redemption Price”	3.01
“Related Party”	4.04	(e)
“QIB”	2.01	(a)
“Representative”	12.02
“Senior Indebtedness”	12.02
“Transfer Certificate”	2.13	(f)(1)
“Transfer Restricted Securities”	2.13	(f)(1)
“U.S. Government Obligations”	9.01
“Voting Shares”	4.04	(f)


AC	=	the adjusted conversion price.

CC	=	the conversion price in effect immediately prior to the close of business on the Record Date.

O	=	the number of shares of Common Stock outstanding at the close of business on the Record Date.

N	=	the number of additional shares of Common Stock offered.

P	=	the offering price per share of the additional shares.

M	=	the current market price per share of Common Stock on the Record Date (as defined in this Section 11.07).


If to the Company:		Citadel Broadcasting Corporation
		City Center West, Suite 400
		7201 West Lake Mead Boulevard
		Las Vegas, Nevada 89128
		Attention: Secretary
		Facsimile: (702) 804-5936

If to the Trustee:		Wilmington Trust Company
		Rodney Square North, 1100 North Market Street
		Wilmington, Delaware 19890
		Attention: Kristin Moore
		Facsimile: 302-636-6016


CITADEL BROADCASTING CORPORATION

By:
Name:
Title:

WILMINGTON TRUST COMPANY

By:
Name:
Title:


Interest Payment Dates:		February 15 and August 15, commencing August 15, 2008

Record Dates:		February 1 and August 1


CITADEL BROADCASTING CORPORATION

By:
Name:		Farid Suleman
Title:		Chief Executive Officer


Authenticated:

Wilmington Trust Company, as Trustee

By:
		Authorized Signatory


Your Signature:
		(Sign exactly as your name appears on the face of this Security)

Signature Guaranteed: