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Exhibit 4.5
GLOBAL ASSIGNMENT AGREEMENT dated as of
February 10, 2000 (this "Agreement"), among CITADEL
BROADCASTING COMPANY, a Nevada corporation (the
"Borrower"), CITADEL COMMUNICATIONS CORPORATION, a
Nevada corporation, the LENDERS listed on the
signature pages hereof under the captions "Existing
Lenders" (the "Existing Lenders") and "Additional
Lenders" (the "Additional Lenders", and, together
with the Existing Lenders, the "Lenders"), CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws
of Switzerland and acting through its New York
branch, as administrative agent (in such capacity,
the "Administrative Agent") and collateral agent (in
such capacity, the "Collateral Agent") for the
Lenders and as the issuing bank (in such capacity,
the "Issuing Bank").
A. The Borrower, the Existing Lenders, the Administrative Agent, the
Collateral Agent and the Issuing Bank are parties to a Credit Agreement dated as
of December 17, 1999, as amended by Amendment No. 1 dated as of January 28, 2000
(the "Existing Credit Agreement").
B. The Existing Lenders wish to assign a portion of their interests in
the outstanding letters of credit and loans and the commitments to make such
loans under the Original Credit Agreement to the Additional Lenders, and the
Additional Lenders are willing to accept such assignments.
C. The Borrower has requested, and the other parties hereto have
agreed, upon the terms and subject to the conditions set forth or referred to
herein, that the Original Credit Agreement be amended and restated upon the
effectiveness of the assignments referred to in paragraph B above in the form of
the Amended and Restated Credit Agreement set forth as Exhibit A (the "Restated
Credit Agreement").
D. Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings assigned to such terms in the Restated Credit Agreement.
SECTION 2. Assignments. (a) On and as of the Restatement Date (as
defined in Section 11 below), subject to the conditions set forth in Section 6
hereof, each of the Existing Lenders and Additional Lenders shall sell, assign
and transfer, or purchase and assume, as the case may be, such interests in (i)
the Commitments (as defined in the Existing Credit Agreement), (ii) the
outstanding Loans (as defined in the Existing Credit Agreement) and
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(iii) the participations in the Letters of Credit (as defined in the Existing
Credit Agreement), in each case, outstanding immediately prior to the
Restatement Date, as shall be necessary in order that, after giving effect to
all such assignments and purchases, the Commitments, the Loans and the
participations in the Letters of Credit will be held by the Existing Lenders and
Additional Lenders ratably in accordance with their Commitments as set forth on
Schedule 2.01 to the Restated Credit Agreement (or, in the case of
participations in the Letters of Credit, ratably in accordance with the
Revolving Credit Commitments set forth in such Schedule). Each Lender purchasing
interests of any type under this Section 2 shall be deemed to have purchased
such interests from each Existing Lender selling interests of such type ratably
in accordance with the amounts of such interests sold by them. The assignments
and purchases provided for in this Section 2 shall be without recourse, warranty
or representation, except that each assigning Lender shall be deemed to have
represented that it is the legal and beneficial owner of the interests assigned
by it and that such interests are free and clear of any adverse claim, and the
purchase price for each such assignment and purchase shall equal the principal
amount of the Loans purchased less any upfront fees advanced to the assignee.
(b) On the Restatement Date, (i) each Additional Lender shall pay the
purchase price for the interests purchased by it pursuant to paragraph (a) above
by wire transfer of immediately available funds to the Administrative Agent, not
later than 12:00 (noon), New York City time, and (ii) the Administrative Agent
shall pay to each Existing Lender, out of the amounts received by the
Administrative Agent from each Additional Lender pursuant to clause (i) of this
paragraph (b), the purchase price for the interests assigned by it pursuant to
paragraph (a) above by wire transfer of immediately available funds not later
than 3:00 p.m., New York City time.
(c) Each of the parties hereto hereby consents to the assignments and
purchases provided for in paragraphs (a) and (b) above and agrees that (i) each
Additional Lender that is purchasing interests in the Commitments, the
outstanding Loans and the outstanding participations in the Letters of Credit
pursuant to paragraph (a) above are assignees of the Existing Lenders permitted
under Section 9.04 of the Existing Credit Agreement and (ii) each Additional
Lender and each Existing Lender shall have all the rights and obligations of a
Lender under the Restated Credit Agreement with respect to the interests
purchased by it pursuant to such paragraphs.
SECTION 3. Amendment and Restatement of the Credit Agreement. (a)
Subject to the conditions set forth in Section 6 hereof, the Borrower, the
Existing Lenders, the Additional Lenders, the Administrative Agent, the
Collateral Agent and the Issuing Bank agree that the Existing Credit Agreement
(including all Exhibits and Schedules thereto) is hereby amended and restated,
effective as of the Restatement Date, to read in its entirety as set forth in
Exhibit A hereto. As used in the Restated Credit Agreement, the terms
"Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and
words of similar import shall, unless the context otherwise requires and except
as provided above, mean the Existing Credit Agreement as amended and restated by
this Agreement.
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(b) On the Restatement Date, upon the effectiveness of this Agreement,
(i) each Loan under the Existing Credit Agreement shall be deemed to be a Loan
of the same type under the Restated Credit Agreement and (ii) each Letter of
Credit under the Existing Credit Agreement shall be deemed to be a Letter of
Credit issued under the Restated Credit Agreement, and the amount of the unused
Commitments shall be adjusted accordingly.
(c) The Borrower shall cause all Borrowings (as defined in the Existing
Credit Agreement) outstanding immediately prior to the Restatement Date to be
ABR Borrowings.
SECTION 4. Representations and Warranties. The Borrower hereby makes to
each of the other parties hereto, as of the Restatement Date, each of the
representations and warranties contained in Article III of the Restated Credit
Agreement, and each of such representations and warranties is hereby
incorporated by reference herein.
SECTION 5. Fees; Interest. (a) On the Restatement Date, simultaneously
with the making of the assignments provided for in Section 2, the Borrower shall
pay to the Administrative Agent, for the accounts of the Lenders (as defined in
the Existing Credit Agreement), the fees payable pursuant to Section 2.05 of the
Existing Credit Agreement which have accrued for the period from the last date
such fees were paid to but excluding the Restatement Date. The fees and expenses
described in this Section 5 shall be payable in immediately available funds.
Once paid, such fees shall not be refundable under any circumstances.
(b) On the Restatement Date, simultaneously with the making of the
assignments provided for in Section 2, the Borrower shall pay to the
Administrative Agent, for the accounts of the Lenders (as defined in the
Existing Credit Agreement), all unpaid interest accrued to but excluding the
Restatement Date on all of the Loans (as defined in the Existing Credit
Agreement) of each such Lender.
SECTION 6. Conditions Precedent. The obligation of each Existing Lender
and each Additional Lender to purchase the assignments provided for in Section 2
hereof and the amendment and restatement of the Existing Credit Agreement
provided for in Section 3 hereof on the Restatement Date shall be subject to the
satisfaction of all of the following conditions:
(a) The Administrative Agent shall have received a
certificate, signed by a Financial Officer of the Borrower, dated the
Restatement Date, giving effect to the transactions contemplated
hereby, and confirming that (i) the representations and warranties set
forth in Section 4 hereof are true and correct in all material
respects, (ii) the Borrower and each other Loan Party is in compliance
with the terms and provisions set forth herein and in each other Loan
Document to be observed or performed by the Borrower or such Loan Party
and (iii) no Default or Event of Default has occurred and is
continuing.
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(b) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Restatement Date,
including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder or under any other Loan Document.
(c) The receiving agent or its counsel shall have received
counterparts of this Agreement which, when taken together, bear the
signatures of the following:
(i) the Borrower;
(ii) each Existing Lender and Additional Lender; and
(iii) the Administrative Agent, the Collateral Agent
and the Issuing Bank.
(d) Each Loan Document other than this Agreement shall be in
full force and effect.
SECTION 7. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 9.01 of the Credit Agreement. All notices
hereunder to each Additional Lender shall be given to it at the address listed
on Schedule 1 hereto.
SECTION 9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when taken together shall constitute but one
contract, and shall become effective as provided in Section 11 hereof. Delivery
of an executed signature page to this Agreement by facsimile transmission shall
be as effective as delivery of a manually signed counterpart hereof.
SECTION 10. Headings. The headings of this Agreement are for
convenience of reference only, are not part of this Agreement and are not to be
taken into consideration in interpreting this Agreement.
SECTION 11. Effectiveness; Amendment. This Agreement shall become
effective on the date (the "Restatement Date") that each of the conditions
specified in Section 6 have been satisfied. This Agreement may not be amended
nor may any provision hereof be waived except pursuant to a writing signed by
each of the parties hereto; provided that the provisions of Section 9.08 of the
Restated Credit Agreement shall govern any amendment, waiver or modification of
the Restated Credit Agreement or any other Loan Document.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
CITADEL BROADCASTING COMPANY,
by /s/ Donna L. Heffner
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Name: Donna L. Heffner
Title: Vice President
CITADEL COMMUNICATIONS
CORPORATION,
by /s/ Donna L. Heffner
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Name: Donna L. Heffner
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
individually and as Administrative Agent,
Collateral Agent, and Issuing Bank,
by /s/ Jeffrey B. Ulmer
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Name: Jeffrey B. Ulmer
Title: Vice President
by /s/ Douglas E. Maher
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Name: Douglas E. Maher
Title: Vice President
Existing Lenders
CREDIT SUISSE FIRST BOSTON,
by /s/ Jeffrey B. Ulmer
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Name: Jeffrey B. Ulmer
Title: Vice President
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by /s/ Douglas E. Maher
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Name: Douglas E. Maher
Title: Vice President
BANK OF AMERICA, N.A.,
by /s/ Roselyn Drake
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Name: Roselyn Drake
Title: Managing Director
BANK OF MONTREAL,
by /s/ Karen Klapper
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Name: Karen Klapper
Title: Director
THE BANK OF NEW YORK,
by /s/ Geoffrey C. Brooks
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Name: Geoffrey C. Brooks
Title: Vice President
BANK OF NOVA SCOTIA,
by /s/ Ian A. Hodgart
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Name: Ian A. Hodgart
Title: Authorized Signatory
THE CHASE MANHATTAN BANK,
by /s/ John J. Huber III
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Name: John J. Huber III
Title: Managing Director
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CREDIT INDUSTRIEL ET
COMMERCIAL,
by /s/ Marcus Edward
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Name: Marcus Edward
Title: Vice President
by /s/ Sean Mounier
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Name: Sean Mounier
Title: First Vice President
FINOVA CAPITAL CORPORATION,
by /s/ Jeffrey S. Kilrea
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Name: Jeffrey S. Kilrea
Title: Senior Vice President
FIRST UNION NATIONAL BANK,
by /s/ Jeffrey M. Graci
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Name: Jeffrey M. Graci
Title: Director
FLEET NATIONAL BANK,
by /s/ Daniel M. Kortick
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Name: Daniel M. Kortick
Title: Director
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Additional Lenders
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
by /s/ Carl-Eric Benzinger
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Name: Carl-Eric Benzinger
Title: Senior Vice President & SDGM
WEBSTER BANK,
by /s/ Barbara E. Hillmeyer
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Name: Barbara E. Hillmeyer
Title: Vice President
MICHIGAN NATIONAL BANK,
by /s/ Eric Haege
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Name: Eric Haege
Title: Commercial Relationship
Manager
NATEXIS BANQUE POPULAIRES
(Formerly Known As Natexis Banque
BFCE)
by /s/ Evan S. Kraus
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Name: Evan S. Kraus
Title: Assistant Vice President
by /s/ William C. Maier
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Name: William C. Maier
Title: Senior Vice President
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US BANK NATIONAL ASSOCIATION
by /s/ Andrew McDonald
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Name: Andrew McDonald
Title: Senior Vice President
ING (U.S.) CAPITAL LLC,
by /s/ William James
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Name: William James
Title: Vice President
THE FUJI BANK, LIMITED,
by /s/ Masahito Fukuda
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Name: Masahito Fukuda
Title: Senior Vice President
DAI-ICHI KANGYO BANK LTD.,
by /s/ Marvin Mirel Lazar
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Name: Marvin Mirel Lazar
Title: Assistant Vice President
FIRST HAWAIIAN BANK,
by /s/ Travis Ruetenik
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Name: Travis Ruetenik
Title: Assistant Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION,
by /s/ Karl Kieffer
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Name: Karl Kieffer
Title: Duly Authorized Signatory
SUNTRUST BANK, INC.,
by /s/ Thomas C. King, Jr.
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Name: Thomas C. King, Jr.
Title: Assistant Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH,
by /s/ Douglas W. Zylstra
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Name: Douglas W. Zylstra
Title: Senior Vice President
by /s/ W. Pieter C. Kodde
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Name: W. Pieter C. Kodde
Title: Senior Vice President
SUMMIT BANK,
by /s/ Kenneth B. Stoddard
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Name: Kenneth B. Stoddard
Title: Vice President
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ROYAL BANK OF CANADA,
by /s/ Barbara Meijer
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Name: Barbara Meijer
Title: Director
NATIONAL CITY BANK,
by /s/ Elizabeth Brosky
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Name: Elizabeth Brosky
Title: Corporate Banking Officer