Credit Agreement

EXECUTION COPY Exhibit 10.3 Published CUSIP No:

Revolving Credit Loans: [ ] CREDIT AGREEMENTDated as of May 13, 2008amongBT TRIPLE CROWN MERGER CO., INC.
(to be merged with and into Clear Channel Communications, Inc.),
as Parent Borrower,the Several Subsidiary Borrowers party hereto,
CLEAR CHANNEL CAPITAL I, LLC,
as Holdings,Citibank, N.A.,
as Administrative Agent, Swing Line Lender
and L/C Issuer,DEUTSCHE BANK TRUST COMPANY AMERICAS,
as L/C Issuer,
andTHE OTHER LENDERS PARTY HERETO DEUTSCHE BANK SECURITIES INC. and
MORGAN STANLEY SENIOR FUNDING, INC.,
as Syndication Agents,CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
THE ROYAL BANK OF SCOTLAND PLC and
WACHOVIA CAPITAL MARKETS, LLC,
as Co-Documentation Agents,CITIGROUP GLOBAL MARKETS INC.,
DEUTSCHE BANK SECURITIES INC. and
MORGAN STANLEY SENIOR FUNDING, INC.,
as Joint Lead Arrangers and Joint Bookrunners


TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 46 SECTION 1.03. Accounting Terms 47 SECTION 1.04. Rounding 47 SECTION 1.05. References to Agreements, Laws, Etc. 47 SECTION 1.06. Times of Day 47 SECTION 1.07. Pro Forma Calculations 47 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS 49 SECTION 2.01. The Loans 49 SECTION 2.02. Borrowings, Conversions and Continuations of Loans 50 SECTION 2.03. Letters of Credit 51 SECTION 2.04. Swing Line Loans 58 SECTION 2.05. Prepayments 60 SECTION 2.06. Termination or Reduction of Commitments 62 SECTION 2.07. Repayment of Loans 62 SECTION 2.08. Interest 62 SECTION 2.09. Fees 63 SECTION 2.10. Computation of Interest and Fees 63 SECTION 2.11. Evidence of Indebtedness 63 SECTION 2.12. Payments Generally 64 SECTION 2.13. Sharing of Payments 65 SECTION 2.14. Incremental Credit Extensions 65 SECTION 2.15. Reserves 66 ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY 67 SECTION 3.01. Taxes 67 SECTION 3.02. Illegality 69 SECTION 3.03. Inability to Determine Rates 70 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans 70 SECTION 3.05. Funding Losses 71 SECTION 3.06. Matters Applicable to All Requests for Compensation 71 SECTION 3.07. Replacement of Lenders Under Certain Circumstances 72 SECTION 3.08. Survival 73

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Page ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 73 SECTION 4.01. Conditions to Initial Credit Extension 73 SECTION 4.02. Conditions to Subsequent Credit Extensions 74 SECTION 4.03. Right to Cure Liquidity Event Condition 74 ARTICLE V REPRESENTATIONS AND WARRANTIES 75 SECTION 5.01. Existence, Qualification and Power; Compliance with Laws 75 SECTION 5.02. Authorization; No Contravention 75 SECTION 5.03. Governmental Authorization 75 SECTION 5.04. Binding Effect 76 SECTION 5.05. Financial Statements; No Material Adverse Effect 76 SECTION 5.06. Litigation 76 SECTION 5.07. Labor Matters 76 SECTION 5.08. Ownership of Property; Liens 76 SECTION 5.09. Environmental Matters 77 SECTION 5.10. Taxes 77 SECTION 5.11. ERISA Compliance, Etc. 77 SECTION 5.12. Subsidiaries 78 SECTION 5.13. Margin Regulations; Investment Company Act 78 SECTION 5.14. Disclosure 78 SECTION 5.15. Intellectual Property; Licenses, Etc 78 SECTION 5.16. Solvency 79 SECTION 5.17. Subordination of Junior Financing 79 SECTION 5.18. Special Representations Relating to FCC Authorizations, Etc. 79 ARTICLE VI AFFIRMATIVE COVENANTS 80 SECTION 6.01. Financial Statements and Borrowing Base Certificates 80 SECTION 6.02. Certificates; Other Information 81 SECTION 6.03. Notices 83 SECTION 6.04. Payment of Obligations 84 SECTION 6.05. Preservation of Existence, Etc 84 SECTION 6.06. Maintenance of Properties 84 SECTION 6.07. Maintenance of Insurance 84 SECTION 6.08. Compliance with Laws 84 SECTION 6.09. Books and Records 85 SECTION 6.10. Inspection Rights 85 SECTION 6.11. Additional Borrowers, Guarantors and Obligations to Give Security 85 SECTION 6.12. Compliance with Environmental Laws 86

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Page SECTION 6.13. Further Assurances and Post Closing Deliverables 86 SECTION 6.14. Designation of Subsidiaries 87 SECTION 6.15. Cash Management Systems 87 SECTION 6.16. License Subsidiaries 89 ARTICLE VII NEGATIVE COVENANTS 90 SECTION 7.01. Liens 90 SECTION 7.02. Investments 93 SECTION 7.03. Indebtedness 96 SECTION 7.04. Fundamental Changes 100 SECTION 7.05. Dispositions 101 SECTION 7.06. Restricted Payments 103 SECTION 7.07. Change in Nature of Business 106 SECTION 7.08. Transactions with Affiliates 106 SECTION 7.09. Burdensome Agreements 107 SECTION 7.10. Use of Proceeds 108 SECTION 7.11. Accounting Changes 108 SECTION 7.12. Prepayments, Etc. of Indebtedness 109 SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries and Unrestricted Subsidiaries 110 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 110 SECTION 8.01. Events of Default 110 SECTION 8.02. Remedies upon Event of Default 112 SECTION 8.03. Application of Funds 111 ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS 113 SECTION 9.01. Appointment and Authorization of the Administrative Agent 113 SECTION 9.02. Delegation of Duties 114 SECTION 9.03. Liability of Agents 114 SECTION 9.04. Reliance by the Administrative Agent 115 SECTION 9.05. Notice of Default 115 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 116 SECTION 9.07. Indemnification of Agents 116 SECTION 9.08. Withholding Tax 116 SECTION 9.09. Agents in Their Individual Capacities 117 SECTION 9.10. Successor Administrative Agent 118 SECTION 9.11. Administrative Agent May File Proofs of Claim 118 SECTION 9.12. Collateral and Guaranty Matters 119

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Page SECTION 9.13. Other Agents; Arrangers and Managers 119 SECTION 9.14. Appointment of Supplemental Administrative Agents 120 SECTION 9.15. Intercreditor Agreement 120 ARTICLE X MISCELLANEOUS 120 SECTION 10.01. Amendments, Etc. 120 SECTION 10.02. Notices and Other Communications; Facsimile Copies 122 SECTION 10.03. No Waiver; Cumulative Remedies 123 SECTION 10.04. Attorney Costs and Expenses 123 SECTION 10.05. Indemnification by the Borrowers 124 SECTION 10.06. Payments Set Aside 124 SECTION 10.07. Successors and Assigns 125 SECTION 10.08. Confidentiality 128 SECTION 10.09. Treatment of Information 128 SECTION 10.10. Setoff 129 SECTION 10.11. Interest Rate Limitation 130 SECTION 10.12. Counterparts 130 SECTION 10.13. Integration 130 SECTION 10.14. Survival of Representations and Warranties 130 SECTION 10.15. Severability 130 SECTION 10.16. GOVERNING LAW 130 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY 131 SECTION 10.18. Binding Effect 131 SECTION 10.19. Judgment Currency 131 SECTION 10.20. Lender Action 132 SECTION 10.21. USA PATRIOT Act 132 SECTION 10.22. No Advisory or Fiduciary Responsibility 132 SECTION 10.23. No Personal Liability 132 SECTION 10.24. FCC 132 SECTION 10.25. Joint and Several Liability 133 SECTION 10.26. Contribution and Indemnification Among the Loan Parties 133 SECTION 10.27. Agency of the Parent Borrower for Each Other Borrower 134 SECTION 10.28. Reinstatement 134 SECTION 10.29. Express Waivers by Borrowers in Respect of Cross-Guaranties and Cross-Collateralization 134 SECTION 10.30. Effectiveness of Merger 135

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Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 46 SECTION 1.03. Accounting Terms 47 SECTION 1.04. Rounding 47 SECTION 1.05. References to Agreements, Laws, Etc. 47 SECTION 1.06. Times of Day 47 SECTION 1.07. Pro Forma Calculations 47 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS 49 SECTION 2.01. The Loans 49 SECTION 2.02. Borrowings, Conversions and Continuations of Loans 50 SECTION 2.03. Letters of Credit 51 SECTION 2.04. Swing Line Loans 58 SECTION 2.05. Prepayments 60 SECTION 2.06. Termination or Reduction of Commitments 62 SECTION 2.07. Repayment of Loans 62 SECTION 2.08. Interest 62 SECTION 2.09. Fees 63 SECTION 2.10. Computation of Interest and Fees 63 SECTION 2.11. Evidence of Indebtedness 63 SECTION 2.12. Payments Generally 64 SECTION 2.13. Sharing of Payments 65 SECTION 2.14. Incremental Credit Extensions 65 SECTION 2.15. Reserves. Notwithstanding anything to the contrary, the Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall have provided the Parent Borrower at least three (3) Business Days' prior written notice of any such establishment or increase; and provided further that the Administrative Agent may only establish or increase a Reserve after the date hereof based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the Closing Date. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Borrowers may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition, other circumstance or new fact that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the Borrowers. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of " Eligible Accounts" . 66

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Page ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY 67 SECTION 3.01. Taxes 67 SECTION 3.02. Illegality 69 SECTION 3.03. Inability to Determine Rates 70 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans 70 SECTION 3.05. Funding Losses 71 SECTION 3.06. Matters Applicable to All Requests for Compensation 71 SECTION 3.07. Replacement of Lenders Under Certain Circumstances 72 SECTION 3.08. Survival 73 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 73 SECTION 4.01. Conditions to Initial Credit Extension 73 SECTION 4.02. Conditions to Subsequent Credit Extensions 74 SECTION 4.03. Right to Cure Liquidity Event Condition 74 ARTICLE V REPRESENTATIONS AND WARRANTIES 75 SECTION 5.01. Existence, Qualification and Power; Compliance with Laws 75 SECTION 5.02. Authorization; No Contravention 75 SECTION 5.03. Governmental Authorization 75 SECTION 5.04. Binding Effect 76 SECTION 5.05. Financial Statements; No Material Adverse Effect 76 SECTION 5.06. Litigation 76 SECTION 5.07. Labor Matters 76 SECTION 5.08. Ownership of Property; Liens 76 SECTION 5.09. Environmental Matters 77 SECTION 5.10. Taxes 77 SECTION 5.11. ERISA Compliance, Etc. 77 SECTION 5.12. Subsidiaries 78 SECTION 5.13. Margin Regulations; Investment Company Act 78 SECTION 5.14. Disclosure 78 SECTION 5.15. Intellectual Property; Licenses, Etc 78 SECTION 5.16. Solvency 79 SECTION 5.17. Subordination of Junior Financing 79 SECTION 5.18. Special Representations Relating to FCC Authorizations, Etc. 79

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Page ARTICLE VI AFFIRMATIVE COVENANTS 80 SECTION 6.01. Financial Statements and Borrowing Base Certificates 80 SECTION 6.02. Certificates; Other Information 81 SECTION 6.03. Notices 83 SECTION 6.04. Payment of Obligations 84 SECTION 6.05. Preservation of Existence, Etc 84 SECTION 6.06. Maintenance of Properties 84 SECTION 6.07. Maintenance of Insurance 84 SECTION 6.08. Compliance with Laws 84 SECTION 6.09. Books and Records 85 SECTION 6.10. Inspection Rights 85 SECTION 6.11. Additional Borrowers, Guarantors and Obligations to Give Security 85 SECTION 6.12. Compliance with Environmental Laws 86 SECTION 6.13. Further Assurances and Post Closing Deliverables 86 SECTION 6.14. Designation of Subsidiaries 87 SECTION 6.15. Cash Management Systems 87 SECTION 6.16. License Subsidiaries 89 ARTICLE VII NEGATIVE COVENANTS 90 SECTION 7.01. Liens 90 SECTION 7.02. Investments 93 SECTION 7.03. Indebtedness 96 SECTION 7.04. Fundamental Changes 100 SECTION 7.05. Dispositions 101 SECTION 7.06. Restricted Payments 103 SECTION 7.07. Change in Nature of Business 106 SECTION 7.08. Transactions with Affiliates 106 SECTION 7.09. Burdensome Agreements 107 SECTION 7.10. Use of Proceeds 108 SECTION 7.11. Accounting Changes 108 SECTION 7.12. Prepayments, Etc. of Indebtedness 109 SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries and Unrestricted Subsidiaries 110 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 110 SECTION 8.01. Events of Default 110 SECTION 8.02. Remedies upon Event of Default 112 SECTION 8.03. Application of Funds 112

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Page ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS 113 SECTION 9.01. Appointment and Authorization of the Administrative Agent 113 SECTION 9.02. Delegation of Duties 114 SECTION 9.03. Liability of Agents 114 SECTION 9.04. Reliance by the Administrative Agent 115 SECTION 9.05. Notice of Default 115 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 116 SECTION 9.07. Indemnification of Agents 116 SECTION 9.08. Withholding Tax 116 SECTION 9.09. Agents in Their Individual Capacities 117 SECTION 9.10. Successor Administrative Agent 118 SECTION 9.11. Administrative Agent May File Proofs of Claim 118 SECTION 9.12. Collateral and Guaranty Matters 119 SECTION 9.13. Other Agents; Arrangers and Managers 119 SECTION 9.14. Appointment of Supplemental Administrative Agents 120 SECTION 9.15. Intercreditor Agreement 120 ARTICLE X MISCELLANEOUS 120 SECTION 10.01. Amendments, Etc. 120 SECTION 10.02. Notices and Other Communications; Facsimile Copies 122 SECTION 10.03. No Waiver; Cumulative Remedies 123 SECTION 10.04. Attorney Costs and Expenses 123 SECTION 10.05. Indemnification by the Borrowers 124 SECTION 10.06. Payments Set Aside 124 SECTION 10.07. Successors and Assigns 125 SECTION 10.08. Confidentiality 128 SECTION 10.09. Treatment of Information 128 SECTION 10.10. Setoff 129 SECTION 10.11. Interest Rate Limitation 130 SECTION 10.12. Counterparts 130 SECTION 10.13. Integration 130 SECTION 10.14. Survival of Representations and Warranties 130 SECTION 10.15. Severability 130 SECTION 10.16. GOVERNING LAW 130 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY 131 SECTION 10.18. Binding Effect 131 SECTION 10.19. Judgment Currency 131

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Page SECTION 10.20. Lender Action 132 SECTION 10.21. USA PATRIOT Act 132 SECTION 10.22. No Advisory or Fiduciary Responsibility 132 SECTION 10.23. No Personal Liability 132 SECTION 10.24. FCC 132 SECTION 10.25. Joint and Several Liability 133 SECTION 10.26. Contribution and Indemnification Among the Loan Parties 133 SECTION 10.27. Agency of the Parent Borrower for Each Other Borrower 134 SECTION 10.28. Reinstatement 134 SECTION 10.29. Express Waivers by Borrowers in Respect of Cross-Guaranties and Cross-Collateralization 134 SECTION 10.30. Effectiveness of Merger. None of Holdings, the Parent Borrower or the Subsidiary Borrowers shall have any rights or obligations hereunder until the consummation of the Merger and any representations and warranties of the Parent Borrower or the Subsidiary Borrowers under the Loan Documents shall not become effective, and no Event of Default can occur, until such time. Upon consummation of the Merger, and without any further action by any Person, each of Holdings, the Parent Borrower or the Subsidiary Borrowers hereby irrevocably and unconditionally (i) assumes and agrees punctually to pay, perform and discharge when due each of the Obligations and each and every debt, covenant and agreement incurred, made or to be paid, performed or discharged by it under the Loan Documents, (ii) agrees to be bound by all the terms, provisions and conditions of the Loan Documents applicable to it and (iii) agrees that it will be responsible for and deemed to have made all of its representations and warranties set forth in the Loan Documents, whenever made or deemed to have been made. 135 SCHEDULES 1.01A Subsidiary Borrowers1.01B Post-Closing Transaction Expenses1.01C Certain Security Interests and Guarantees1.01D NCR Stations1.01E Disqualified Institutions1.01F Revolving Credit Commitments5.11(b) ERISA5.12 Subsidiaries and Other Equity Investments5.18 Broadcast Licenses6.11(b) Post-Closing Collateral6.15(a) Deposit Accounts6.15(b) Blocked Accounts7.01(b) Existing Liens7.02(g) Existing Investments7.03(b) Existing Indebtedness7.05(o) Specified Dispositions7.05(p) Other Specified Dispositions7.08 Transactions with Affiliates7.09 Existing Restrictions

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10.02 Administrative Agent' s Office, Certain Addresses for Notices EXHIBITS A Form of Committed Loan NoticeB Form of Swing Line Loan NoticeC Form of Revolving Credit NoteD Form of Compliance CertificateE Form of Assignment and AssumptionF-1 Form of Holdings Guarantee AgreementF-2 Form of U.S. Guarantee AgreementG Form of ABL Receivables Pledge and Security AgreementH-1 Form of Legal Opinion of Ropes & Gray LLPH-2 Form of Legal Opinion of Florida and New Jersey CounselH-3 Form of Legal Opinion of Colorado CounselH-4 Form of Legal Opinion of Nevada CounselH-5 Form of Legal Opinion of Washington CounselH-6 Form of Legal Opinion of Texas CounselH-7 Form of Legal Opinion of Ohio CounselH-8 Form of Special FCC CounselI Form of Intercreditor AgreementJ Form of Joinder AgreementK Form of Borrowing Base CertificateL Form of Foreign Lender Certification

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CREDIT AGREEMENT This CREDIT AGREEMENT (" Agreement" ) is entered into as of May 13, 2008 among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (" Merger Sub" ) to be merged with and into Clear Channel Communications, Inc. (" Parent Borrower" ), the Subsidiary Borrowers (as defined below) from time to time party hereto (together with the Parent Borrower, the " Borrowers" ), upon consummation of the Merger, CLEAR CHANNEL CAPITAL I, LLC, a Delaware limited liability company (" Holdings" ), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the " Lenders" and individually, a " Lender" ). PRELIMINARY STATEMENTS Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub, a direct wholly owned subsidiary of Holdings, will merge (the " Merger" ) with and into the Parent Borrower, with (i) subject to dissenters' rights, the Merger Consideration being paid, and (ii) Parent Borrower surviving as a wholly-owned subsidiary of the Parent Borrower. The Borrowers have requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit in the form of a Revolving Credit Facility to the Borrowers. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term " Permitted Initial Revolving Borrowing Purposes" ), together with (i) a portion of which may include revolver borrowings to pay a cash portion of the Merger Consideration and the Transaction Expenses, (iii) the proceeds of the issuance of the New Senior Notes, and (iv) the proceeds of the Equity Contribution, will be used to finance the Debt Repayment and to pay the cash portion of the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans and Swing Line Loans made after the Closing Date and Letters of Credit will be used for (i) working capital needs of the Borrowers and their Subsidiaries, (ii) other general corporate purposes of the Borrowers and their Subsidiaries, and (iii) any other purpose not prohibited by this Agreement, including Restricted Payments and repayments of the Retained Existing Notes on their respective maturity dates. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I Definitions and Accounting Terms SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below: " Accommodation Payment" has the meaning specified in Section 10.25. " Account" has the meaning assigned to such term in the Security Agreement. " Account Debtor" means any Person obligated on an Account. " Activities" has the meaning specified in Section 9.09(b).

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" Additional Cash from Revolver Draw" means if (a) the revolving borrowing under the CF Facilities on the Closing Date exceeds $80,000,000 and (b) the Equity Contribution is less than $3,500,000,000, the excess of the revolving borrowing under the CF Facilities on the Closing Date over $80,000,000. " Additional Lender" has the meaning specified in Section 2.14(a). " Administrative Agent" means Citibank, in its capacity as administrative agent and collateral agent under the Loan Documents, or any successor administrative agent and collateral agent. " Administrative Agent' s Office" means, with respect to any currency, the Administrative Agent' s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Parent Borrower on behalf of the Borrowers and the Lenders. " Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. " Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. " Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. " Controlling" and " Controlled" have meanings correlative thereto. For the avoidance of doubt, none of the Arrangers, the Agents, their respective lending affiliates or any entity acting as an L/C Issuer hereunder shall be deemed to be an Affiliate of Holdings, the Parent Borrower or any of their respective Subsidiaries. " Agent-Related Persons" means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. " Agent' s Group" has the meaning specified in Section 9.09(b). " Agents" means, collectively, the Administrative Agent, the Syndication Agents, the Co-Documentation Agents and the Supplemental Administrative Agents (if any) and the Arrangers. " Aggregate Commitments" means the Commitments of all the Lenders. " Aggregate Excess Availability" means, at any time, (i) Excess Availability plus (ii)(x) the aggregate CF Revolving Credit Commitments minus (y) the aggregate CF Revolving Credit Exposure. " Agreement" means this Credit Agreement, as amended, restated, modified or supplemented from time to time in accordance with the terms hereof. " Agreement Currency" has the meaning specified in Section 10.19. " Allocable Amount" has the meaning specified in Section 10.24. " Aloha Trust" means The Aloha Trust Station Trust, LLC, a Delaware limited liability company " AMFM" means AMFM Operating Inc., a Delaware corporation. " AMFM Notes" means the 8% Senior Notes due 2008 of AMFM. " AMFM Notes Indenture" means that certain Indenture dated as of November 17, 1998 among AMFM (formerly known as Chancellor Media Corporation of Los Angeles), the guarantors thereto, and The Bank of New York, as trustee, as supplemented by the First Supplemental Indenture dated as of August 23, 1999, as further supplemented by the Second Supplemental Indenture dated as of November 19, 1999 and as further supplemented

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by the Third Supplemental Indenture dated as of January 18, 2000, as may be amended, supplemented or modified in connection with the previously announced Tender Offers. " Annual Financial Statements" means the consolidated balance sheets of the Parent Borrower as of each of December 31, 2007, 2006 and 2005, and the related consolidated statements of income, stockholders' equity and cash flows for the Parent Borrower for the fiscal years then ended. " Applicable Rate" means, with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, a percentage per annum equal to (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.40 %, (B) for Base Rate Loans, 1.40%, (C) for Letter of Credit fees, 2.40% and (D) for commitment fees, 0.375% and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): Applicable Rate Eurocurrency Pricing Rate and Letter CommitmentLevel Total Leverage Ratio of Credit Fees Base Rate Fees 1 6:1 but 7:1 2.400% 1.400% 0.375% Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that if a Compliance Certificate was required to have been delivered but was not delivered the highest Applicable Rate pertaining to any pricing level shall apply as of the earlier of (i) 15 days after the day such Compliance Certificate was required to be delivered and (ii) the day on which the Required Lenders so require, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply); provided further that if an Event of Default exists, the highest Applicable Rate pertaining to any pricing level shall apply with respect to Commitment Fees. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined at any time before the 91 st day after the date on which all Loans have been repaid and all Commitments have been terminated that the Total Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Rate that is less than that which would have been applicable had the Total Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the " Applicable Rate" for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Total Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrowers for the relevant period pursuant to Sections 2.08(a) and 2.09(a) as a result of the miscalculation of the Total Leverage Ratio shall be deemed to be (and shall be) due and payable upon the date that is five (5) Business Days after notice by the Administrative Agent to the Parent Borrower of such miscalculation. If the preceding sentence is complied with the failure to previously pay such interest and fees shall not in and of itself constitute a Default and no amounts shall be payable at the Default Rate in respect of any such interest or fees. " Appropriate Lender" means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a)(i), the Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Lenders. " Approved Electronic Com ...