Exhibit 4.08

                                FOURTH AMENDMENT
                                ----------------

          FOURTH AMENDMENT (this "Amendment"), dated as of December 20, 2001,
among NEXTMEDIA GROUP, INC., a Delaware corporation ("Holdings"), NEXTMEDIA
OPERATING, INC., a Delaware corporation (the "Borrower"), the lenders from time
to time party to the Credit Agreement referred to below (the "Lenders"), and
Bankers Trust Company, as administrative agent (the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, Holdings, the Borrower, the Administrative Agent and the
Lenders are parties to a Credit Agreement, dated as of July 31, 2000 (as
amended, modified or supplemented through, but not including, the date hereof,
the "Credit Agreement"); and

          WHEREAS, the parties to the Credit Agreement wish to amend the Credit
Agreement as herein provided.

          NOW, THEREFORE, it is agreed:

          1. Section 8.14 of the Credit Agreement is hereby amended by inserting
the following new text at the end thereof:

          "Notwithstanding anything to the contrary contained in sub-clause (ii)
          of this Section 8.14, the Borrower shall only be required to provide
          to the Administrative Agent 3 Business Days' prior written notice with
          respect to any Permitted Acquisition if no Loans are outstanding at
          the time of (and immediately after giving effect to) such Permitted
          Acquisition (although the Borrower shall otherwise comply with the
          other clauses of this Section 8.14 in respect of any such Permitted
          Acquisition)."

          2. The final paragraph in Section 9.09(b) of the Credit Agreement is
hereby amended by deleting the text "January 1, 2002" each place such text
appears therein and inserting the text "July 1, 2002" in lieu thereof in each
such place.

          3. Each of Holdings and the Borrower hereby represents and warrants
that, both before and after giving effect to this Amendment, (x) no Default or
Event of Default exists on the Fourth Amendment Effective Date (as defined
below) and (y) all of the representations and warranties contained in the Credit
Agreement and in the other Credit Documents shall be true and correct in all
material respects on the Fourth Amendment Effective Date with the same effect as
though such representations and warranties had been made on and as of such date
(it being understood that any representation or warranty made as of a specific
date shall be true and correct in all material respects as of such specific
date).


          4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

          5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

          6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          7. This Amendment shall become effective as of the date first set
forth above (the "Fourth Amendment Effective Date") when each of Holdings, the
Borrower and the Required Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and, in each case, shall have
delivered (including by way of telecopier) the same to the Administrative Agent
at the Notice Office.

                                      * * *

                                      -2-


          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.

                                        NEXTMEDIA GROUP, INC.


                                        By______________________________________
                                          Name:
                                          Title:

                                        NEXTMEDIA OPERATING, INC.


                                        By______________________________________
                                          Name:
                                          Title:

                                        BANKERS TRUST COMPANY


                                        By______________________________________
                                          Name:
                                          Title:

                                        LEHMAN COMMERCIAL PAPER INC.


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        CREDIT SUISSE FIRST BOSTON


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        CITICORP USA, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        UNION BANK OF CALIFORNIA, N.A.


                                        By:_____________________________________
                                           Name:
                                           Title: