Exhibit 10.6 CREDIT AGREEMENT, dated as of April 3, 2001, among CITADEL BROADCASTING COMPANY, a Nevada corporation (the "COMPANY"), FLCC ACQUISITION CORP. ("ACQUISITION CO."), a Nevada corporation to be merged into CITADEL COMMUNICATIONS CORPORATION,...Credit Agreement • June 5th, 2002 • Citadel Broadcasting Corp • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 5th, 2002 • Citadel Broadcasting Corp • Nevada
Exhibit 10.17 STOCKHOLDER'S AGREEMENT, dated as of April 23, 2002, between FLCC Holdings, Inc., a Delaware corporation, and Farid Suleman (the "Employee"). WHEREAS, Forstmann Little & Co. Equity Partnership-VI, L.P., a Delaware limited partnership...Stockholder's Agreement • June 5th, 2002 • Citadel Broadcasting Corp • New York
RECITALSIndemnification Agreement • May 29th, 2003 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
EXHIBIT 10.11 FORM OF SUBORDINATED HOLDCO DEBENTURE THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM...Citadel Broadcasting Corp • June 5th, 2002 • New York
EXHIBIT 2.3 AMENDMENT NO. 1, dated March 13, 2001 (this "AMENDMENT"), to the Merger Agreement, dated as of January 15, 2001 (the "MERGER AGREEMENT"), by and among FLCC Holdings Inc., a Delaware corporation ( "PARENT"), Citadel Communications...Merger Agreement • June 5th, 2002 • Citadel Broadcasting Corp • New York
Exhibit 2.2 ------------------------------------------------------------------- ------------- SEPARATION AGREEMENT by and between THE WALT DISNEY COMPANYSeparation Agreement • February 10th, 2006 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
EXECUTION COPY SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of February 6, 2006 (this "Agreement"), by and among The Walt Disney Company, a Delaware corporation ("TWDC"), ABC Chicago FM Radio, Inc., a Delaware corporation and a direct, wholly-owned...Support Agreement • February 10th, 2006 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT Citadel Broadcasting Corporation Common Stock, par value $.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2003 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
CITADEL BROADCASTING CORPORATION Registration Rights AgreementRegistration Rights Agreement • December 10th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT dated December 10, 2010 (this “Agreement”) is entered into by and among Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), on behalf of itself and the other initial purchasers (the “Initial Purchasers”) parties to the Purchase Agreement (as defined below).
CITADEL BROADCASTING CORPORATION WILMINGTON TRUST COMPANY, AS TRUSTEE AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS REGISTRAR, AUTHENTICATION AGENT and PAYING AGENT 7.75% Senior Notes due 2018 INDENTURE Dated as of December 10, 2010Indenture • December 10th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
INDENTURE dated as of December 10, 2010, among CITADEL BROADCASTING CORPORATION, a Delaware corporation (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation (the “Trustee”), as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Agent”), as registrar, authentication agent and paying agent.
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2002 • Citadel Broadcasting Corp • New York
EXHIBIT 10.21 FIRST AMENDMENT TO THE CREDIT AGREEMENT FIRST AMENDMENT, dated as of January 29, 2003 (this "FIRST AMENDMENT"), to the Credit Agreement, dated as of April 3, 2001 (as amended, supplemented, or otherwise modified from time to time, the...Credit Agreement • May 29th, 2003 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 3rd day of June, 2010 (the “Effective Date”), by and between Citadel Broadcast Corporation, a Delaware corporation (the “Company”), and , an individual (the “Executive”).
FLCC Holdings, Inc. c/o Forstmann Little & Co. 767 Fifth Avenue, 44th Floor New York, New York 10153 January 15, 2001Citadel Broadcasting Corp • June 5th, 2002
Citadel Broadcasting CorporationRegistration Rights Agreement • March 16th, 2004 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc., UBS Securities LLC and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $300,000,000 aggregate principal amount (plus up to an additional $60,000,000 principal amount) of its 1.875% Convertible Subordinated Notes Due 2011 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated February 11, 2004. The Initial Securities will be issued pursuant to an Indenture, dated as of February 18, 2004 (the “Indenture”), a
RECITALSIndemnification Agreement • September 30th, 2004 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
EXHIBIT 10.2 STOCKHOLDER'S AGREEMENT, dated as of May 21, 2003, between Citadel Broadcasting Corporation, a Delaware corporation, and Judith A. Ellis (the "Employee"). WHEREAS, Forstmann Little & Co. Equity Partnership-VI, L.P., a Delaware limited...Stockholder's Agreement • July 31st, 2003 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
EXHIBIT 10.15 STOCK OPTION AGREEMENT (the "Agreement"), dated as of April 23, 2002 (the "Grant Date"), between FLCC Holdings, Inc., a Delaware corporation (together with its successors, the "Company"), and Farid Suleman (the "Optionee"). 1. GRANT OF...Stock Option Agreement • June 5th, 2002 • Citadel Broadcasting Corp • New York
GUARANTEE AND COLLATERAL AGREEMENT made by CITADEL BROADCASTING CORPORATION and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of December 10, 2010Guarantee and Collateral Agreement • December 10th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 10, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, but in no event including any Foreign Subsidiary, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of December 10, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CITADEL BROADCASTING CORPORATION (the “Borrower”), the Lenders and the Administrative Agent.
June 26, 2001 Forstmann Little & Co. Equity Partnership - VI, L.P. Forstmann Little & Co. Equity Partnership - VII, L.P. Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VII, L.P. Forstmann Little & Co. Subordinated...Citadel Broadcasting Corp • June 5th, 2002
CITADEL BROADCASTING CORPORATION 7.75% Senior Notes due 2018 Purchase AgreementCitadel Broadcasting Corp • December 10th, 2010 • Radio broadcasting stations • New York
Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CITADEL BROADCASTING CORPORATION, CUMULUS MEDIA INC., CADET HOLDING CORPORATION AND CADET MERGER CORPORATION DATED MARCH 9, 2011Agreement and Plan of Merger • March 11th, 2011 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated March 9, 2011 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), Cumulus Media Inc., a Delaware corporation (“Parent”), Cadet Holding Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Holdco”), and Cadet Merger Corporation, a Delaware corporation, wholly owned Subsidiary of Holdco, and indirect wholly owned Subsidiary of Parent (“Merger Sub”).
GUARANTEE AND COLLATERAL AGREEMENT made by CITADEL BROADCASTING CORPORATION (as reorganized pursuant to and under the Reorganization Plan) and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June...Guarantee and Collateral Agreement • June 9th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 3, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (consisting initially of holders of the Class 3 Claims, the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 3, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CITADEL BROADCASTING CORPORATION (the “Borrower”), as reorganized pursuant to the Reorganization Plan referred to below, the Lenders and the Administrative Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 4th, 2007 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
INDEMNIFICATION AGREEMENT, dated as of November 30, 2007, by and among Citadel Broadcasting Corporation, a Delaware corporation (the “Company”), Citadel Broadcasting Company, a Nevada corporation and a wholly-owned subsidiary of the Company, (the “Subsidiary”) and the director of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).
CREDIT AGREEMENT among CITADEL BROADCASTING CORPORATION, CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, and CREDIT SUISSE SECURITIES (USA) LLC and...Credit Agreement • December 10th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
CREDIT AGREEMENT, dated as of December 10, 2010, among CITADEL BROADCASTING CORPORATION, a Delaware corporation (the “Company”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as co-syndication agents and CREDIT SUISSE SECURITIES (USA) LLC and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents.
FIFTH AMENDMENT TO THE CREDIT AGREEMENTThe Credit Agreement • August 11th, 2004 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
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”).
AMENDMENT NO. 1 TO THE SEPARATION AGREEMENTThe Separation Agreement • November 22nd, 2006 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
This AMENDMENT NO. 1 TO THE SEPARATION AGREEMENT, dated November 19, 2006 (this “Amendment”), by and between The Walt Disney Company, a Delaware corporation (“TWDC”), and ABC Radio Holdings, Inc., formerly known as ABC Chicago FM Radio, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of TWDC (“Spinco” and, together with TWDC, the “Parties” and each, a “Party”), is entered into to amend the Separation Agreement, dated as of February 6, 2006, by and between TWDC and Spinco (the “Agreement”) in the following particulars only:
WARRANT AGREEMENT between CITADEL BROADCASTING CORPORATION and MELLON INVESTOR SERVICES LLC, AS WARRANT AGENT Dated as of June 3, 2010Warrant Agreement • June 9th, 2010 • Citadel Broadcasting Corp • Radio broadcasting stations • New York
This WARRANT AGREEMENT (the “Agreement”) is dated as of June 3, 2010, between CITADEL BROADCASTING CORPORATION, a Delaware corporation (the “Company” or “Citadel”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as warrant agent (the “Warrant Agent”).
CITADEL BROADCASTING CORPORATION FORM OF PERFORMANCE SHARE AGREEMENT for use under the Amended and Restated 2002 Stock Option and Award Plan Reference Number: 001-ACitadel Broadcasting Corp • May 10th, 2006 • Radio broadcasting stations • Delaware
THIS AGREEMENT, dated as of [DATE OF GRANT] (“Date of Grant”), is entered into between Citadel Broadcasting Corporation, a Delaware corporation (together with any successor thereto by merger, consolidation, acquisition of substantially all the assets thereof or otherwise, the “Company”), and [EMPLOYEE’S FULL NAME] (“Employee”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • November 22nd, 2006 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated November 19, 2006 (this “Amendment”), by and among The Walt Disney Company, a Delaware corporation (“TWDC”), ABC Radio Holdings, Inc., formerly known as ABC Chicago FM Radio, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of TWDC (“Spinco”), Citadel Broadcasting Corporation, a Delaware corporation (“Company”) and Alphabet Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Company (“Merger Sub” and, together with TWDC, Spinco and Company, the “Parties” and each, a “Party”), is entered into to amend the Agreement and Plan of Merger, dated as of February 6, 2006, by and among TWDC, Spinco, Citadel and Merger Sub (the “Agreement”) in the following particulars only:
Exhibit 10.19 NATIONAL RADIO SALES REPRESENTATION AGREEMENT THIS AGREEMENT made and entered into in New York, this 1st day of October, 1998, between McGavren Guild Radio, Inc., ("REPRESENTATIVE") and Citadel Broadcasting Company ("GROUP"). W I T N E S...National Radio Sales Representation Agreement • June 5th, 2002 • Citadel Broadcasting Corp
CITADEL BROADCASTING CORPORATION AMENDED AND RESTATED 2002 LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENT REFERENCE NUMBER: 002Stock Option Agreement • February 29th, 2008 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
TAX SHARING AND INDEMNIFICATION AGREEMENT PREAMBLETax Sharing and Indemnification Agreement • June 18th, 2007 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
This Tax Sharing and Indemnification Agreement (this “Agreement”), dated June 12, 2007 is made and entered into by and among The Walt Disney Company, a Delaware corporation (“TWDC”), ABC Radio Holdings, Inc. (f/k/a ABC Chicago FM Radio, Inc.), a Delaware corporation (“Spinco”), and Citadel Broadcasting Corporation, a Delaware corporation (“Citadel”) (each a “Party” and, collectively, the “Parties”).
LIMITED GUARANTEELimited Guarantee • March 11th, 2011 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware
THIS LIMITED GUARANTEE, dated as of March 9, 2011 (this “Limited Guarantee”), by Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (PF), L.P., Crestview Partners II (FF), L.P., Crestview Partners II (FF Cayman), L.P., Crestview Partners II (Cayman), L.P. and Crestview Partners II (892 Cayman), L.P. (the “Guarantors”, and each, a “Guarantor”) and, solely for purposes of Section 18 hereof, Crestview Radio Investors, LLC (the “Crestview Investor”), is made in favor of Citadel Broadcasting Corporation, a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (such agreement, the “Merger Agreement”), by and among the Company, Cumulus Media Inc., a Delaware corporation (“Parent”), Cadet Holding Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Holdco”), and Cadet Merger Corporation, a Delaware corporation, and a wholly owned Subsidiary of Holdco and i
