Exhibit 10.2
FIFTH AMENDMENT TO THE CREDIT AGREEMENT
FIFTH AMENDMENT, dated as of June 30, 2004 (this “Amendment”), to the Credit Agreement, dated as of April 3, 2001 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among CITADEL BROADCASTING COMPANY, a Nevada corporation (the “Company”), CITADEL COMMUNICATIONS CORP. (“Intermediate Holding”), a Nevada corporation, and CITADEL BROADCASTING CORPORATION (formerly known as FLCC HOLDINGS, INC.), a Delaware corporation (“HoldCo”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), FLEET NATIONAL BANK, as Documentation Agent (in such capacity, the “Documentation Agent”), and the financial institutions named therein as syndication agents for the Lenders (in such capacity, collectively, the “Syndication Agents”; each, individually, a “Syndication Agent”).
W I T N E S S E T H:
WHEREAS, the Company, Intermediate Holding, HoldCo, the Lenders, the Administrative Agent and the Syndication Agents are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Lenders amend certain other provisions of the Credit Agreement as set forth herein;
WHEREAS, the Lenders, the Administrative Agent and the Syndication Agents are willing to agree to such amendments to the Credit Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Company, Intermediate Holding, HoldCo, the Lenders, the Administrative Agent and the Syndication Agents hereby agree as follows:
1.Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.
2.Amendment to Section 13.9(i) (Limitation on Dividends). Section 13.9(i) of the Credit Agreement is hereby amended by deleting the amount “$50,000,000” and substituting therefor the amount “$150,000,000”.
3.Representations and Warranties. The Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 10 of the Credit Agreement. The Company represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
4.Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the Administrative Agent notifies the Company that it has received counterparts of this Amendment duly executed by the Company, Intermediate Holding, HoldCo and the Required Lenders.
5.Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Lenders, the Administrative Agent or the Syndication Agents. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.
6.Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts (including telecopied counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.
7.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
CITADEL BROADCASTING COMPANY
By:/s/ RANDY L. TAYLOR_______________________
Name: Randy L. Taylor
Title: V.P. Finance
CITADEL COMMUNICATIONS CORPORATION
By: /s/ RANDY L. TAYLOR_______________________
Name: Randy L. Taylor
Title: V.P. Finance
CITADEL BROADCASTING CORPORATION
By:/s/ RANDY L. TAYLOR_______________________
Name: Randy L. Taylor
Title: V.P. Finance
JPMORGAN CHASE BANK as Administrative Agent and
as a Bank
By:/s/ TRACEY NAVIN EWING___________________
Name: Tracy Navin Ewing
Title: Vice President
FLEET NATIONAL BANK, as Documentation Agent and
as a Lender
By:/s/ RICHARD M. PECK_______________________
Name: Richard M. Peck
Title: Principal
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
THE BANK OF NEW YORK
By:/s/ ALBERT M. SCHENCK____________________
Name: Albert M. Schenck
Title: Assistant Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
SUN TRUST BANK
By:/s/ BRIAN COMBS____________________
Name: Brian Combs
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
WACHOVIA BANK, N.A.
By:/s/ BRUCE W. LOFTIN____________________
Name: Bruce W. Loftim
Title: Managing Director
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
THE BANK OF NOVA SCOTIA
By:/s/ IAN A. HODGART____________________
Name: Ian A. Hodgart
Title: Authorized Signatory
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
BNP PARIBAS
By:/s/ STEPHANIE ROGERS_________________
Name: Stephanie Rogers
Title: Vice President
By:/s/ GREGG BONARDI____________________
Name: Gregg Bonardi
Title: Director
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
U.S. BANK NATIONAL ASSOCIATION
By:/s/ JAYCEE A. EARL____________________
Name: Jaycee A. Earll
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
COOPERATIVE CENTRALE RAIFFEISEN
BOERENLEEN BANK B.A., “RABOBANK
NEDERLAND,” NEW YORK BRANCH
as a Lender
By:/s/ DOUGLAS W. ZYLSTRA___________________
Name: Douglas W. Zylstra
Title: Senior Vice President
By:/s/ BRETT DELFINO____________________
Name: Brett Delfino
Title: Executive Director
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
ITS CAYMAN ISLANDS BRANCH
By:/s/ THOMAS HALL_____________________
Name: Thomas Hall
Title: Vice President
By:/s/ DOREEN WELCH____________________
Name: Doreen Welch
Title: Associate
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:/s/ GREGORY SHEFRIN____________________
Name: Gregory Shefrin
Title: Director
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
CALYON NEW YORK BRANCH
By:/s/ DOUGLAS E. ROPER________________
Name: Douglas E. Roper
Title: Managing Director and Manager
By:/s/ JOHN McCLOSKEY_________________
Name: John McCloskey
Title: Director and Portfolio Manager
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
NATIONAL CITY BANK
By:/s/ ELIZABETH A. BROSKY_________________
Name: Elizabeth A. Brosky
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
COSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
GRAYSON & CO
By: Boston Management and Research as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
EATON VANCE VT FLOATING-RATE INCOME FUND
By: Eaton Vance Management as Investment Advisor
By:/s/ MICHAEL B. BOTTHOF_________________
Name: Michael B. Botthof
Title: Vice President
