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
CITADEL BROADCASTING CORPORATION and THE BANK OF NEW YORK as TrusteeCitadel Broadcasting Corp • March 16th, 2004 • Radio broadcasting stations • New York
INDENTURE dated as of February 18, 2004, between CITADEL BROADCASTING CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation (the “Trustee”).
