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"),
among CITADEL BROADCASTING COMPANY, a Nevada corporation (the "COMPANY"),
CITADEL COMMUNICATIONS CORP. ("INTERMEDIATE HOLDINGS"), 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"), 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 Holdings, 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 the
Credit Agreement as set forth herein;
WHEREAS, the Lenders, the Administrative Agent and the
Syndication Agents are willing to agree to such amendment 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 Holdings, 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 1.1 (DEFINED TERMS). Section 1.1 of
the Credit Agreement is hereby amended by deleting paragraph (b) of the
definition of "Applicable Margin" and substituting therefor the following:
"(b) for each Tranche B Term Loan for each day, 2.50%
in the case of Eurodollar Loans and 1.50% in the case of ABR
Loans;"
(b) The definition of "Consolidated EBITDA" in Section 1.1 of
the Credit Agreement is hereby amended by (i) deleting therefrom the following:
"and (iii) excluding the non-cash portion of other
non-recurring losses)"
and (ii) substituting in lieu thereof the following:
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"(iii) excluding the non-cash portion of other
non-recurring losses, and (iv) excluding any non-cash tax benefits)".
3. AMENDMENT TO SECTION 3.2 (REPAYMENT OF TRANCHE B TERM
LOANS). Section 3.2 of the Credit Agreement is hereby amended by deleting the
amortization schedule set forth therein and substituting therefor the following:
Installment Amount
----------- ------
1 $500,000
2 500,000
3 500,000
4 500,000
5 500,000
6 500,000
7 500,000
8 500,000
9 500,000
10 500,000
11 500,000
12 500,000
13 500,000
14 500,000
15 500,000
16 500,000
17 500,000
18 500,000
19 500,000
20 500,000
21 47,500,000
22 47,500,000
23 47,500,000
Eighth anniversary of Closing Date 47,500,000
4. AMENDMENTS TO SECTION 8.6 (MANDATORY PREPAYMENTS). (a)
Section 8.6(c) of the Credit Agreement is hereby amended by deleting from the
fourth sentence thereof the phrase "With respect to any optional prepayment
pursuant to subsection 8.5, or, at" and substituting therefor the word "At".
(b) Section 8.6 of the Credit Agreement is hereby amended by
adding the following new paragraph at the end thereof:
(i) Notwithstanding the provisions of Section 8.5 or the
foregoing provisions of this Section 8.6, the Company may, at its
option, apply IPO Proceeds to the prepayment of the Tranche B Term
Loans rather than in the order set forth in Section 8.6(c) (an "IPO
PREPAYMENT"). Any partial IPO Prepayment of the Tranche B Term Loans
shall be applied to the remaining installments in the order of
maturity set forth in Section 8.6(c).
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The holders of Tranche B Term Loans shall not have the right to
decline receipt of an IPO Prepayment. As used in this paragraph, "IPO
PROCEEDS" means the net cash proceeds received by HoldCo (and
contributed to the Company) from the issuance of its common stock
pursuant to an initial public offering.
5. AMENDMENT TO SECTION 12.1 (FINANCIAL STATEMENTS). Section
12.1 of the Credit Agreement is amended by:
(i) deleting paragraph (c) therefrom and
substituting therefor the phrase "(c) [INTENTIONALLY OMITTED]"; and
(ii) deleting therefrom the phrase "(except in the
case of the financial statements referred to in subsection 12.1(c))"
where such phrase appears following paragraph (d) of subsection 12.1.
6. TRANCHE B TERM LOANS. On the Effective Date (as defined
below), the existing Tranche B Term Loans under the Credit Agreement and accrued
interest thereon will be repaid in full by the Company and replaced with new
tranche B term loans ("REPLACEMENT TRANCHE B TERM LOANS") made to the Company on
the Effective Date in an aggregate principal amount of $200,000,000 by lenders
reasonably satisfactory to the Company and the Administrative Agent (such
lenders, the "REPLACEMENT TRANCHE B TERM LENDERS"). Each Replacement Tranche B
Term Lender agrees to make a Replacement Tranche B Term Loan to the Company on
the Effective Date in an amount agreed to by the Company, the Administrative
Agent and such Replacement Tranche B Term Lender. From and after the Effective
Date (a) the Replacement Tranche B Term Loans will be deemed to be the Tranche B
Term Loans under the Credit Documents having the terms set forth in the Credit
Documents for Tranche B Term Loans and (b) the Replacement Tranche B Term
Lenders will be deemed to be the Tranche B Term Lender under the Credit
Documents having the rights and obligations of Tranche B Lenders under the
Credit Agreement. Subsection 8.6(c) is hereby waived to the extent necessary to
permit the refinancing described in this Section 6.
7. 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 First Amendment, no Default or Event of Default has
occurred and is continuing.
8. EFFECTIVENESS. This First 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 First Amendment duly
executed by the Company, Intermediate Holdings, HoldCo, the Required Lenders,
the Required Application Lenders and each Replacement Tranche B Term Lender.
9. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This First
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
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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.
10. COUNTERPARTS. This First 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.
11. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST 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 First
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 Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
CITADEL COMMUNICATIONS CORPORATION
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
CITADEL BROADCASTING CORPORATION
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
JPMORGAN CHASE BANK as Administrative
Agent and as a Bank
By: /s/ Xxxxx Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Vice President
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CITADEL BROADCASTING COMPANY
FIRST AMENDMENT DATED AS OF JANUARY 29,
2003
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[LENDER]
By:
------------------------------------
Name:
Title:
[Add for Replacement Tranche B Term
Lenders:
The Lender signing above is a
Replacement Tranche B Term Lender
with a Replacement Tranche B Term
Loan of $_____. By signing above,
such Lender will be a Tranche B
Lender under the Credit Agreement in
accordance with Section 6 of the
First Amendment dated as of January
29, 2003 to the Credit Agreement.]
