EXHIBIT (d)(14)
INTERMEDIATE HOLDING PLEDGE AGREEMENT
INTERMEDIATE HOLDING PLEDGE AGREEMENT dated as of _______, 2001 made
by CITADEL COMMUNICATIONS CORPORATION, a Nevada corporation (the "Pledgor"), in
favor of THE CHASE MANHATTAN BANK, ("CHASE"), as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT") for the lenders (the "LENDERS") parties to
the Credit Agreement, dated as of _______, 2001 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among the
Pledgor, CITADEL BROADCASTING COMPANY, a Nevada corporation (the "ISSUER"), FLCC
HOLDINGS INC., a Delaware corporation, FLCC ACQUISITION CORP., a Nevada
corporation (to be merged into the Pledgor), the Administrative Agent, the
Lenders and The Bank of Nova Scotia and First Union National Bank as the
syndication agents (in such capacity, collectively, the "SYNDICATION AGENTS")..
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make loans to, and the Issuing Lenders have agreed to issue
certain letters of credit for the account of, the Issuer upon the terms and
subject to the conditions set forth therein; and
WHEREAS, the Pledgor is the legal and beneficial owner of the shares
of Pledged Stock (as hereinafter defined) issued by the Issuer;
[WHEREAS, the Pledgor is the owner of the Pledged Note (as
hereinafter defined);]
[WHEREAS, the Pledgor from time to time may be the owner of the
Subordinated Preferred Stock];
WHEREAS, the Pledgor has executed and delivered the Intermediate
Holding Guarantee dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "INTERMEDIATE HOLDING GUARANTEE")
pursuant to which, subject to the terms and conditions thereof, the Pledgor has
guaranteed to the Administrative Agent and the Lenders the punctual payment and
performance of all amounts and other obligations owing by the Issuer pursuant to
the Credit Agreement; and
WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective loans to, and the Issuing Lenders to issue
certain letters of credit for the account of the Issuer under the Credit
Agreement that the Pledgor shall have executed and delivered this Pledge
Agreement and the Intermediate Holding Guarantee to the Administrative Agent for
the ratable benefit of the Lenders;
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NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, the Lenders and the Co-Agents to enter into the Credit
Agreement and to induce the Lenders to make their respective loans to, and the
Issuing Lenders to issue certain letters of credit for the account of, the
Issuer under the Credit Agreement, the Pledgor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms that are
defined in the Credit Agreement and used herein are so used as so defined, and
the following terms shall have the following meanings:
"CODE": the Uniform Commercial Code from time to time in effect in
the State of New York.
"COLLATERAL": the Pledged Stock, the Pledged Note and all Proceeds
thereof.
"GUARANTEE OBLIGATIONS": all indebtedness, obligations and
liabilities of the Pledgor under the Intermediate Holding Guarantee, including,
without limitation, all guarantee obligations in respect of the unpaid principal
of and interest on the Loans, all obligations and liabilities of the Issuer with
respect to the Letters of Credit and all other Obligations of the Issuer to the
Administrative Agent and the Lenders, whether direct or indirect, absolute or
contingent, matured or unmatured, due or to become due, or now existing or
hereafter incurred under the Credit Agreement and the other Credit Documents.
"PLEDGE AGREEMENT": this Pledge Agreement, as amended, supplemented
or otherwise modified from time to time.
"PLEDGED NOTE": the Company Subordinated Intercompany Note.
"PLEDGED STOCK": (i) all of the shares of capital stock of the
Issuer listed on Schedule I hereto, together with all stock certificates,
options or rights of any nature whatsoever that may be issued or granted by the
Issuer to the Pledgor while this Pledge Agreement is in effect and (ii) the
Subordinated Preferred Stock.
"PROCEEDS": all "proceeds" as such term is defined in Section
9-306(1) of the Code on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Stock, all
payments and other distributions and income with respect to the Pledged Note,
and any and all collections on the foregoing or distributions with respect to
the foregoing.
2. PLEDGE; GRANT OF SECURITY INTEREST. The Pledgor hereby delivers
to the Administrative Agent, for the ratable benefit of the Lenders, all of the
Pledgor's right, title and interest in the Pledged Stock and the Pledged Note,
and hereby transfers and grants to the Administrative Agent, for the ratable
benefit of the Lenders, a first security interest in all of the Pledgor's right,
title and interest in the Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Guarantee Obligations.
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3. STOCK POWERS; ENDORSEMENTS. (a) Concurrently with the delivery to
the Administrative Agent of each certificate representing one or more shares of
Pledged Stock, the Pledgor shall deliver an undated stock power covering such
certificate, duly executed in blank by the Pledgor.
(b) Concurrently with the delivery to the Administrative Agent of
the Pledged Note, the Pledgor shall deliver an undated endorsement covering the
Pledged Note, duly executed in blank by the Pledgor.
4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and
warrants that:
(a) except as disclosed on Schedule II [describe Existing Preferred
Stock that remains outstanding after the Closing Date], the shares of Pledged
Stock listed on Schedule I constitute all of the issued and outstanding shares
of all classes of the capital stock of the Issuer;
(b) all the shares of Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;
(c) the Pledgor is the record and beneficial owner of, and has good
title to, the Pledged Stock and the Pledged Note, free of any and all Liens or
options in favor of, or claims of, any other Person, except the Lien created by
this Pledge Agreement; and
(d) upon delivery to the Administrative Agent of the stock
certificates evidencing the Pledged Stock and upon delivery to the
Administrative Agent of the Pledged Note together with any endorsement required
hereunder, the Lien granted pursuant to this Pledge Agreement will constitute a
valid, perfected first priority Lien on the Collateral (except, with respect to
Proceeds, only to the extent permitted by Section 9-306 of the Code),
enforceable as such against all creditors of the Pledgor and any Persons
purporting to purchase any Collateral from the Pledgor except in each case as
enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
The Pledgor agrees that the foregoing representations and warranties
shall be deemed to have been made by it on each Borrowing Date by the Issuer
under the Credit Agreement on and as of such Borrowing Date as though made
hereunder on and as of such Borrowing Date.
5. COVENANTS. The Pledgor covenants and agrees with the
Administrative Agent and the Lenders, that, from and after the date of this
Pledge Agreement until the Guarantee Obligations are paid in full and the
Commitments are terminated:
(a) If the Pledgor shall, as a result of its ownership of the
Collateral, become entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization),
promissory note or other instrument, option or rights, whether in addition to,
in substitution of, as a conversion of, or in exchange for any of the
Collateral, or otherwise in respect thereof, the
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Pledgor shall accept the same as the agent of the Administrative Agent and the
Lenders, hold the same in trust for the Administrative Agent and the Lenders and
deliver the same forthwith to the Administrative Agent in the exact form
received, duly indorsed by the Pledgor to the Administrative Agent, if required,
together with an undated stock power or endorsement, as appropriate, covering
such certificate, note or instrument duly executed in blank by the Pledgor and
with, if the Administrative Agent so requests, signature guaranteed, to be held
by the Administrative Agent, subject to the terms hereof, as additional
collateral security for the Guarantee Obligations. Any sums paid upon or in
respect of the Collateral upon the liquidation or dissolution of the Issuer
shall be paid over to the Administrative Agent to be held by it hereunder as
additional collateral security for the Guarantee Obligations, and in case any
distribution of capital shall be made on or in respect of the Collateral or any
property shall be distributed upon or with respect to the Collateral pursuant to
the recapitalization or reclassification of the capital of the Issuer or
pursuant to the reorganization thereof, the property so distributed shall be
delivered to the Administrative Agent to be held by it hereunder as additional
collateral security for the Guarantee Obligations. If any sums of money or
property so paid or distributed in respect of the Collateral shall be received
by the Pledgor, the Pledgor shall, until such money or property is paid or
delivered to the Administrative Agent, hold such money or property in trust for
the Lenders, segregated from other funds of the Pledgor, as additional
collateral security for the Guarantee Obligations.
(b) Without the prior written consent of the Administrative Agent,
except as otherwise permitted by the Credit Agreement, the Pledgor will not (i)
vote to enable, or take any other action to permit, the Issuer to issue any
stock or other equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of the Issuer, except for the issuance of
Subordinated Preferred Stock in accordance with the Credit Agreement, (ii) sell,
assign, transfer, exchange, or otherwise dispose of, or grant any option with
respect to, the Collateral except for the exchange of the Subordinated Preferred
Stock for a Subordinated Note, or (iii) create, incur or permit to exist any
Lien or option in favor of, or any claim of any Person with respect to, any of
the Collateral, or any interest therein, except for the Lien provided for by
this Pledge Agreement. The Pledgor will defend the right, title and interest of
the Administrative Agent and the Lenders in and to the Collateral against the
claims and demands of all Persons whomsoever.
(c) At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor
will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Administrative Agent may
reasonably request for the purposes of obtaining or preserving the full benefits
of this Pledge Agreement and of the rights and powers herein granted. If any
amount payable under or in connection with any of the Collateral shall be or
become evidenced by any promissory note, other instrument or chattel paper, such
note, instrument or chattel paper shall be immediately delivered to the
Administrative Agent, duly endorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Pledge
Agreement.
(d) The Pledgor agrees to pay, and to save the Administrative Agent
and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
similar taxes which may be payable or
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determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Pledge Agreement.
(e) The Pledgor covenants that it will not declare that the failure
to pay interest on the Pledged Note to constitute an event of default thereunder
in accordance with Section 4 thereof unless the holders of the Subordinated
HoldCo Debentures shall have declared the failure to pay interest on the
Subordinated HoldCo Debentures to constitute an event of default in accordance
with Section 4 of the Subordinated HoldCo Debentures.
(f) The Pledgor (and, by its execution and delivery of the
Acknowledgement and Consent attached hereto, the Issuer) covenants and agrees
that all payments under the Pledged Note, whether on account of principal,
interest, fees or other amounts, shall be paid by the Issuer to an account of
the Pledgor maintained at Chase.
6. CASH DIVIDENDS; VOTING RIGHTS; INTEREST PAYMENTS. (a) Unless an
Event of Default shall have occurred and be continuing and the Administrative
Agent shall (unless such Event of Default is an Event of Default specified in
subsection 14(f) of the Credit Agreement, in which case no such notice need be
given) have given notice to the Pledgor of the Administrative Agent's intent to
exercise its rights pursuant to paragraph 7 below, the Pledgor shall be
permitted to receive all cash dividends to the extent permitted in the Credit
Agreement in respect of the Pledged Stock and to exercise all voting and
corporate rights with respect to the Pledged Stock, PROVIDED, HOWEVER, that no
vote shall be cast or corporate right exercised or other action taken which, in
the Administrative Agent's reasonable judgment, would impair the Collateral or
which would be inconsistent with or result in any violation of any provision of
the Credit Agreement or any of the other Credit Documents.
(b) Unless an Event of Default shall have occurred and be continuing
and the Administrative Agent shall (unless such Event of Default is an Event of
Default specified in subsection 14(f) of the Credit Agreement, in which case no
such notice need be given) have given notice to the Pledgor of the
Administrative Agent's intent to exercise its rights pursuant to paragraph 7
below, the Pledgor shall (i) be entitled to receive and retain any interest
payments or other distributions made in respect of or paid on the Pledged Note
in accordance with the terms of the Credit Agreement and (ii) have and may
exercise all other rights of ownership with respect to the Pledged Note and any
additional Collateral paid thereunder or in respect thereof; provided, HOWEVER,
that the foregoing provision shall not entitle the Pledgor to take any action in
respect of the Pledged Note or Collateral paid thereunder or in respect thereof
that would otherwise be prohibited under the Credit Documents.
7. RIGHTS OF THE LENDERS AND THE ADMINISTRATIVE AGENT. (a) If an
Event of Default shall occur and be continuing and the Administrative Agent
shall (unless such Event of Default is an Event of Default specified in
subsection 14(f) of the Credit Agreement, in which case no such notice need be
given) give notice of its intent to exercise its rights hereunder to the
Pledgor, (i) the Administrative Agent shall have the right to receive any and
all cash dividends paid in respect of the Pledged Stock and make application
thereof to the Guarantee Obligations in such order as the Administrative Agent
may determine, and (ii) all shares of the Pledged Stock shall be registered in
the name of the Administrative Agent or its nominee, and the Administrative
Agent or its nominee may thereafter exercise (A) all voting, corporate and other
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rights pertaining to such shares of the Pledged Stock at any meeting of
shareholders of the Issuer or otherwise and (B) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any
right, privilege or option pertaining to such shares of the Pledged Stock, and
in connection therewith, the right to deposit and deliver any and all of the
Pledged Stock with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine), all
without liability except to account for property actually received by it and
except for its gross negligence or willful misconduct, but the Administrative
Agent shall have no duty to the Pledgor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing.
(b) If an Event of Default shall have occurred and be continuing and
the Administrative Agent shall (unless such Event of Default is an Event of
Default specified in subsection 14(f) of the Credit Agreement, in which case no
such notice need be given) give notice of its intent to exercise its rights
hereunder to the Pledgor, all interest payments and other distributions
(including cash) paid on or in respect of the Pledged Note shall be paid to and
retained by the Administrative Agent as Collateral hereunder (or if received by
the Pledgor, shall be held in trust by the Pledgor for the benefit of the
Administrative Agent and the Lenders and shall be forthwith delivered by it,
together with an appropriate undated endorsement duly executed in blank), and in
the event that voting privileges have been granted to the holder of the Pledged
Note, to the extent that the Administrative Agent gives notice to the Pledgor of
its intention to do so, the Administrative Agent shall be entitled to vote or
consent or take any other action with respect to the Pledged Note (and the
Pledgor will, if so requested, execute or cause to be executed appropriate
proxies therefor).
(c) The rights of the Administrative Agent and the Lenders hereunder
shall not be conditioned or contingent upon the pursuit by the Administrative
Agent or any Lender of any right or remedy against the Issuer or against any
other Person which may be or become liable in respect of all or any part of the
Guarantee Obligations or the Obligations or against any collateral security
therefor, guarantee therefor or right of set-off with respect thereto. Neither
the Administrative Agent nor any Lender shall be liable for any failure to
demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so, except to the extent that such failure constitutes gross
negligence or willful misconduct, nor shall the Administrative Agent be under
any obligation to sell or otherwise dispose of any Collateral upon the request
of the Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof.
(d) Nothing in this Pledge Agreement limits or impairs any of the
obligations of the Issuer or the Pledgor set forth in the Pledged Note or any
rights of the Lenders set forth in the Pledged Note.
8. REMEDIES. In the event that any portion of the Obligations has
been declared or becomes due and payable in accordance with the terms of the
Credit Agreement and such
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Obligations have not been paid in full, the Administrative Agent, on behalf of
the Lenders, may exercise, in addition to all other rights and remedies granted
in this Pledge Agreement and in any other instrument or agreement securing,
evidencing or relating to the Guarantee Obligations or the Obligations, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the Administrative Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon the
Pledgor, the Issuer, or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at any exchange
or broker's board or office of the Administrative Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Administrative Agent, the Co-Agents, or any
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in the Pledgor, which right or equity is hereby waived or released.
The Administrative Agent shall hold any Proceeds hereunder for the benefit of
the Lenders as collateral security for the Guarantee Obligations (whether
matured or unmatured), and/or the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, may then or at any time thereafter,
in the sole discretion of the Administrative Agent, be applied by the
Administrative Agent against the Guarantee Obligations then due and owing in the
following order of priority:
FIRST, to the payment of all reasonable costs and expenses of every
kind incurred by the Administrative Agent in connection with this Pledge
Agreement, any other Credit Document or any of the Guarantee Obligations,
including, without limitation, (i) all costs incidental to the care or
safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Administrative Agent and the Lenders
hereunder, (ii) court costs, (iii) the reasonable fees and disbursements
of legal counsel and agents to the Administrative Agent, (iv) any other
reasonable costs or expenses incurred in connection with the exercise by
the Administrative Agent of any right or remedy under this Pledge
Agreement or any other Credit Document and (v) without duplication, any
amounts which are required by any provision of law, including, without
limitation, Section 9-504(1)(c) of the Code, to be paid by the
Administrative Agent;
SECOND, to the ratable satisfaction of all other Guarantee
Obligations; and
THIRD, to the Pledgor or its successors or assigns, or to whomsoever
may be lawfully entitled to receive the same.
To the extent permitted by applicable law, the Pledgor waives all claims,
damages and demands it may acquire against the Administrative Agent, the
Co-Agents or any Lender arising out of the lawful exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition.
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9. REGISTRATION RIGHTS; PRIVATE SALES. (a) If the Administrative
Agent shall determine to exercise its right to sell any or all of the Pledged
Stock or the Pledged Note, as the case may be, pursuant to paragraph 8 hereof,
and if in the opinion of the Administrative Agent it is necessary or advisable
to have the Pledged Stock or the Pledged Note, as the case may be, or that
portion thereof to be sold, registered under the provisions of the Securities
Act of 1933, as amended (the "SECURITIES ACT"), the Pledgor will cause the
Issuer whose stock or note, as the case may be, is to be so registered to (i)
execute and deliver, and cause the directors and officers of the Issuer to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Administrative Agent,
necessary or advisable to register the Pledged Stock or the Pledged Note, as the
case may be, or that portion thereof to be sold, under the provisions of the
Securities Act, (ii) use its best efforts to cause the registration statement
relating thereto to become effective and to remain effective for a period of one
year from the date of the first public offering of the Pledged Stock or the
Pledged Note, as the case may be, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus that, in the
opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. The
Pledgor agrees to cause the Issuer to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions that the
Administrative Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) that will satisfy the provisions of Section 11(a) of the Securities
Act.
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(b) The Pledgor recognizes that the Administrative Agent may be
unable to effect a public sale of any or all the Pledged Stock or the Pledged
Note, as the case may be, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws or otherwise, and may be
compelled to resort to one or more private sales thereof to a restricted group
of purchasers that will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Stock or the Pledged Note, as the case may
be, for the period of time necessary to permit the Issuer to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if the Issuer would agree to do so.
(c) The Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock or the Pledged Note, as the
case may be, pursuant to this paragraph 9 valid and binding and in compliance
with any and all other applicable Requirements of Law. The Pledgor further
agrees that a breach of any of the covenants contained in this paragraph 9 will
cause irreparable injury to the Administrative Agent and the Lenders, that the
Administrative Agent and the Lenders have no adequate remedy at law in respect
of such breach and, as a consequence, that each and every covenant contained in
this paragraph 9 shall be specifically enforceable against the Pledgor, and the
Pledgor hereby waives and agrees not to assert any defenses against an action
for specific performance of such covenants.
10. LIMITATION ON DUTIES REGARDING COLLATERAL. The Administrative
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar securities and property for its own
account. Neither the Administrative Agent, the Co-Agents nor any Lender nor
their respective directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so (except to the extent the same constitutes gross negligence or
willful misconduct) or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Pledgor or otherwise.
11. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
12. SEVERABILITY. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. PARAGRAPH HEADINGS. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
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14. NO WAIVER; CUMULATIVE REMEDIES. Neither the Administrative
Agent, the Co-Agents nor any Lender shall by any act (except by a written
instrument pursuant to paragraph 15 hereof) be deemed to have waived any right
or remedy hereunder. No failure to exercise, nor any delay in exercising, on the
part of the Administrative Agent or any Lender any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Administrative Agent, the Co-Agents or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent, the Co-Agents or such Lender
would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.
15. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW.
None of the terms or provisions of this Pledge Agreement may be amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Administrative Agent, PROVIDED that any provision of this
Pledge Agreement may be waived by the Administrative Agent in a letter or
agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Administrative Agent, the Co-Agents and the Lenders and their
respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
16. NOTICES. Notices by the Administrative Agent to the Pledgor, or
the Issuer may be given by mail or by facsimile transmission, addressed or
transmitted to such person at its address or transmission number set forth in
subsection 16.2 of the Credit Agreement and shall be effective (a) in the case
of mail, three Business Days after deposit in the postal system, first class
postage pre-paid, and (b) in the case of facsimile notices, when receipt is
confirmed. The Pledgor and the Issuer may change their respective addresses and
transmission numbers by written notice to the Administrative Agent.
17. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUER. The Pledgor
hereby authorizes and instructs the Issuer to comply with any instruction
received by it from the Administrative Agent in writing that (a) states that an
Event of Default has occurred and is continuing and (b) is otherwise in
accordance with the terms of this Pledge Agreement, without any other or further
instructions from the Pledgor, and the Pledgor agrees that the Issuer shall be
fully protected in so complying.
18. AUTHORITY OF ADMINISTRATIVE AGENT. The Pledgor acknowledges that
the rights and responsibilities of the Administrative Agent under this Pledge
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Administrative Agent and the Lenders, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative
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Agent and the Pledgor, the Administrative Agent shall be conclusively presumed
to be acting as agent for the Lenders with full and valid authority so to act or
refrain from acting, and neither the Pledgor nor the Issuer shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.
19. INTEGRATION; ACKNOWLEDGEMENTS. The Pledgor hereby confirms its
agreement with subsections 16.9 and 16.12 of the Credit Agreement. The Pledgor
(and, by its execution and delivery of the Acknowledgement and Consent attached
to this Pledge Agreement, the Issuer) hereby acknowledges that the payment of
any Restricted Interest on the Company Subordinated Intercompany Loan, to the
extent not permitted to be paid under the definition of the term Consolidated
Cash Interest Expense in Section 1 of the Credit Agreement, shall be deemed to
constitute an Event of Default at the time of, rather than after, the making of
such payment.
20. APPROVALS. Any provision contained herein to the contrary
notwithstanding, no action shall be taken hereunder by the Administrative Agent
and the Lenders with respect to the Collateral unless and until all applicable
requirements of the Federal Communications Commission (the "FCC"), if any, under
the Communications Act of 1934, as amended, and the rules and regulations
thereunder and thereof have in the reasonable judgment of the Administrative
Agent been fully satisfied to the extent necessary to take such action and there
have been obtained such consents, approvals and authorizations, as may be
required to be obtained from the FCC under the terms of any franchise, license
or similar operating right held by the Pledgor in order to take such action. It
is the intention of the parties hereto that the pledge in favor of the
Administrative Agent and the Lenders of the Collateral, the grant of a security
interest to the Administrative Agent and the Lenders in the Collateral, and all
rights and remedies by the Administrative Agent and the Lenders with respect to
the Collateral, shall in all relevant aspects be subject to and governed by said
statutes, rules and regulations and that nothing in this Agreement shall be
construed to diminish the control exercised by the Pledgor, except in accordance
with the provisions of such statutory requirements and rules and regulations. By
its acceptance of this Agreement, the Administrative Agent and the Lenders agree
they will not take any action pursuant to this Agreement which constitutes or
results in any assignment of a license or franchise or any change of control
over the communications properties owned and operated by the Pledgor, if such
assignment of license or franchise or change of control would, under then
existing law or under any franchise, require the prior approval of a
Governmental Authority, without first obtaining such approval. Upon the exercise
by the Administrative Agent and the Lenders of any power, right, privilege or
remedy pursuant to this Agreement which requires any consent, approval,
recording, qualification or authorization of any Governmental Authority, the
Pledgor will execute and deliver, or will cause the execution and delivery of,
all applications, certificates, instruments and other documents and papers that
the Administrative Agent and the Lenders may reasonably require in order for
such governmental consent, approval, recording, qualification or authorization
to be obtained. The Pledgor agrees to use its best efforts to cause such
governmental consents, approvals, recordings, qualifications and authorizations
to be forthcoming.
12
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.
CITADEL COMMUNICATIONS
CORPORATION
By:____________________________
Title:
ACKNOWLEDGEMENT AND CONSENT
The Issuer referred to in the foregoing Pledge Agreement hereby
acknowledges receipt of a copy thereof and agrees to be bound thereby and to
comply with the terms thereof insofar as such terms are applicable to it. The
Issuer agrees to notify the Administrative Agent promptly in writing of the
occurrence of any of the events described in paragraph 5(a) of the Pledge
Agreement. The Issuer further (i) agrees that it will comply with the terms of
paragraph 5(f) of the Pledge Agreement to the extent applicable to it, (ii)
acknowledges and confirms the second sentence of paragraph 19 of the Pledge
Agreement and (iii) agrees that the terms of paragraph 9(c) of the Pledge
Agreement shall apply to it, MUTATIS MUTANDIS, with respect to all actions that
may be required of it under or pursuant to or arising out of paragraph 9 of the
Pledge Agreement.
CITADEL BROADCASTING COMPANY
By:
---------------------------------
Title:
SCHEDULE I
To Intermediate Holding
Pledge Agreement
DESCRIPTION OF PLEDGED STOCK
Percentage
Stock of
Class of Certificate No. of Issued
Issuer Stock No. Shares Shares
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