FIFTH AMENDMENT TO THE CREDIT AGREEMENT
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.
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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
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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/ XXXXX X. TAYLOR_______________________
Name: Xxxxx X. Xxxxxx
Title: V.P. Finance
CITADEL COMMUNICATIONS CORPORATION
By: /s/ XXXXX X. TAYLOR_______________________
Name: Xxxxx X. Xxxxxx
Title: V.P. Finance
CITADEL BROADCASTING CORPORATION
By: /s/ XXXXX X. TAYLOR_______________________
Name: Xxxxx X. Xxxxxx
Title: V.P. Finance
JPMORGAN CHASE BANK as Administrative Agent and
as a Bank
By: /s/ XXXXXX XXXXX EWING___________________
Name: Xxxxx Xxxxx Xxxxx
Title: Vice President
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FLEET NATIONAL BANK, as Documentation Agent and
as a Lender
By: /s/ XXXXXXX X. PECK_______________________
Name: Xxxxxxx X. Xxxx
Title: Principal
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
0000
XXX XXXX XX XXX XXXX
By: /s/ XXXXXX X. SCHENCK____________________
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
SUN TRUST BANK
By: /s/ XXXXX XXXXX ____________________
Name: Xxxxx Xxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
WACHOVIA BANK, N.A.
By: /s/ XXXXX X. XXXXXX ____________________
Name: Xxxxx X. Loftim
Title: Managing Director
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
0000
XXX XXXX XX XXXX XXXXXX
By: /s/ XXX X. XXXXXXX ____________________
Name: Xxx X. Xxxxxxx
Title: Authorized Signatory
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
BNP PARIBAS
By: /s/ XXXXXXXXX XXXXXX _________________
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ XXXXX XXXXXXX ____________________
Name: Xxxxx Xxxxxxx
Title: Director
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
U.S. BANK NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXX ____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
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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/ XXXXXXX X. ZYLSTRA___________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
By: /s/ XXXXX XXXXXXX ____________________
Name: Xxxxx Xxxxxxx
Title: Executive Director
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
ITS CAYMAN ISLANDS BRANCH
By: /s/ XXXXXX XXXX _____________________
Name: Xxxxxx Xxxx
Title: Vice President
By: /s/ XXXXXX XXXXX ____________________
Name: Xxxxxx Xxxxx
Title: Associate
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ XXXXXXX XXXXXXX ____________________
Name: Xxxxxxx Xxxxxxx
Title: Director
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
CALYON NEW YORK BRANCH
By: /s/ XXXXXXX X. XXXXX ________________
Name: Xxxxxxx X. Xxxxx
Title: Managing Director and Manager
By: /s/ XXXX XxXXXXXXX _________________
Name: Xxxx XxXxxxxxx
Title: Director and Portfolio Manager
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
NATIONAL CITY BANK
By: /s/ XXXXXXXXX X. XXXXXX _________________
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
COSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
XXXXXXX & CO
By: Boston Management and Research as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
BIG SKY SENIOR LOAN FUND, LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIFTH AMENDMENT DATED AS OF JUNE 30,
2004
XXXXX XXXXX VT FLOATING-RATE INCOME FUND
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ XXXXXXX X. XXXXXXX _________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
