1
Exhibit 10.11
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Fourth Amendment to Third Amended and Restated
Registration Rights Agreement (this "Amendment") is made as of December 2, 1999
among Citadel Communications Corporation ("Citadel") and the undersigned
stockholders of Citadel.
R E C I T A L S
A. This Amendment amends that certain Third Amended and
Restated Registration Rights Agreement dated June 28, 1996, as amended, among
Citadel, the undersigned stockholders of Citadel and certain other stockholders
of Citadel (the "Registration Rights Agreement"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in the
Registration Rights Agreement.
B. A Qualified Public Offering occurred in each of July 1998
and June 1999.
C. All outstanding shares of Restricted Stock are shares of
Citadel's common stock, par value $.001 per share (the "Common Stock"), and the
Common Stock is publicly traded on The Nasdaq Stock Market's National Market.
D. All then parties to the Registration Rights Agreement were
given notice of their right to seek to participate and sell all or a portion of
their shares of Restricted Stock in a registered public offering of shares of
Citadel's Common Stock, which offering closed on June 25, 1999.
E. The undersigned stockholders of Citadel own in excess of
66-2/3% of the outstanding shares of Restricted Stock.
F. This amendment will benefit Citadel and stockholders of
Citadel.
Accordingly, in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Citadel and the undersigned, in their capacities as parties to the Registration
Rights Agreement and pursuant to Section 12(c) of the Registration Rights
Agreement, hereby amend the Registration Rights Agreement as follows:
1. Amendment to Definition. The definition of "Transfer
Restricted Security" contained in Section 1 of the Registration Rights Agreement
is amended to provide as follows:
"Transfer Restricted Security" shall mean a security that (i)
has not been sold through a broker, dealer or underwriter in a public
distribution or other public securities transaction, (ii) has not been sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act under Rule 144 promulgated thereunder (or any
2
successor rule) and (iii) may not be sold pursuant to Rule 144(k) under the
Securities Act (or any successor rule).
2. Application of Amendment. For purposes of construing the
foregoing definition of Transfer Restricted Security, in addition to any Holder
who may otherwise be an affiliate of Citadel as defined in Rule 144 (or any
successor rule), any Holder who is a director or executive officer of Citadel or
who possesses voting and/or dispositive power with respect to five percent or
more of the outstanding Common Stock (an "Affiliate Holder"), or any Holder who
is a spouse of an Affiliate Holder or an entity controlled by an Affiliate
Holder shall be deemed to be an affiliate of Citadel under Rule 144 (or any
successor rule). Once a security ceases to be a Transfer Restricted Security,
such security shall never again become a Transfer Restricted Security.
3. Choice of Law. This Amendment shall be governed by and
construed in accordance with the internal laws of the State of Arizona, without
regard to any provision or rule of the laws of the State of Arizona which would
otherwise cause the laws of a jurisdiction other than the State of Arizona to be
applied.
4. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
5. No Other Amendment of Waiver. Except as expressly set forth
herein, the undersigned are not hereby amending or waiving any other term or
provision of the Registration Rights Agreement and all other surviving terms and
provisions of the Registration Rights Agreement shall remain in full force and
effect in accordance with their terms.
(SIGNATURES APPEAR ON NEXT PAGE)
-2-
3
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered on the day and year first above written.
CITADEL COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------------
Its: Chief Executive Officer and President
------------------------------------------
ABRY BROADCAST PARTNERS II, L.P.
By: ABRY CAPITAL, L.P., its General Partner
By: ABRY HOLDINGS, INC., its
General partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Its: Chairman
-----------------------------------
THE ENDEAVOUR CAPITAL FUND LIMITED PARTNERSHIP
By: DVS Management, Inc., its General Partner
By: /s/ Xxxx xxx Xxxxxxxxx
-----------------------------------
Its: Managing Partner
-----------------------------------
DVS MANAGEMENT, INC.
By: /s/ Xxxx xxx Xxxxxxxxx
------------------------------------------
Its: President
------------------------------------------
/s/ Xxx X. Xxxxxx, Xx.
------------------------
Xxx X. Xxxxxx, Xx.
-3-
