Citadel Broadcasting Corp Watch

from 8-K 108 pages 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 the Royal Bank of Scotland PLC, as Co-Documentation Agents Dated as of December 10, 2010 J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as Joint Lead Arrangers and Joint Bookrunners

from 8-K 86 pages Credit Agreement Among Citadel Broadcasting Corporation, Certain Lenders, Jpmorgan Chase Bank, N.A. as Administrative Agent Dated as of June 3, 2010

from 8-K 47 pages This Letter Agreement (The “Agreement”) Sets Forth Certain Terms and Conditions Pursuant to Which Citadel Broadcasting Corporation (“Citadel”) and Certain of Its Domestic Subsidiaries (Together With Citadel, Collectively the “Debtors”) Will Propose a Joint Chapter 11 Plan of Reorganization (A “Plan”) on a Consensual Basis With the Support of the Undersigned, Which Are Lenders (The “Lenders”) Party to That Certain Credit Agreement Dated as of June 12, 2007 (As Amended, Modified or Otherwise Supplemented From Time to Time, the “Credit Agreement”), Among Citadel, the Lenders, Jpmorgan Chase Bank, N.A., as Administrative Agent Thereunder (In Such Capacity, the “Agent”), and the Other Parties Signatory Thereto. Capitalized Terms Not Defined Herein Shall Have the Meaning Ascribed to Such Terms in the Restructuring Term Sheet (As Defined Below). the Parties Hereto Hereby Agree as Follows: 1. Proposed Plan of Reorganization

from 10-K 24 pages Whereas, Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Company on the Terms Set Forth in the Credit Agreement; Whereas, the Company Has Requested That the Required Lenders Approve Certain Amendments to the Credit Agreement; Whereas, Pursuant to Such Request, the Required Lenders Have Consented to Amend the Credit Agreement and to Waive Certain Provisions of the Credit Agreement on the Terms and Conditions Contained Herein; Now, Therefore, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. 1.1 Defined Terms. Terms Defined in the Credit Agreement and Used Herein Shall Have the Meanings Given to Them in the Credit Agreement Unless Otherwise Defined Herein or the Context Otherwise Requires. Section 2. Amendments. 2.1 Amendment of Subsection 1.1 (Defined Terms). (A) Subsection 1.1 of the Credit Agreement Is Hereby Amended by Adding the Following Terms in Proper Alphabetical Order: “Available Cash”: At Any Date, the Aggregate Amount of Unencumbered Cash and Cash Equivalents Held by the Company and Its Subsidiaries at Such Date (Other Than Cash and Cash Equivalents Held in the Excess Cash Account). “Capital Stock”: Any and All Shares, Interests, Participations or Other Equivalents (However Designated) of Capital Stock of a Corporation, Any and All Equivalent Ownership Interests in a Person (Other Than a Corporation) and Any and All Warrants, Rights or Options to Purchase Any of the Foregoing

from 8-K 7 pages Whereas, Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Company on the Terms Set Forth in the Credit Agreement; Whereas, the Company Has Requested That the Required Revolving/Tranche a Lenders Approve Certain Amendments to Section 13.1 of the Credit Agreement; Whereas, Pursuant to Such Request, the Required Revolving/Tranche a Lenders Have Consented to Amend the Credit Agreement on the Terms and Conditions Contained Herein; Now, Therefore, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. 1.1 Defined Terms. Terms Defined in the Credit Agreement and Used Herein Shall Have the Meanings Given to Them in the Credit Agreement Unless Otherwise Defined Herein or the Context Otherwise Requires. Section 2. Amendments. 2.1 Amendment of Subsection 1.1 (Definitions). Subsection 1.1 of the Credit Agreement Is Hereby Amended by Adding the Following Term in Proper Alphabetical Order

from 8-K 8 pages Whereas, Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Company on the Terms Set Forth in the Credit Agreement; Whereas, Pursuant to the First Amendment, the Required Lenders Have Approved the Prepayment of Term Loans Under a Voluntary Prepayment Transaction (As Defined in the First Amendment), and the Company Has Subsequently Made Voluntary Prepayments Under the First Amendment on Three Occasions; Whereas, the Company Has Requested That the Lenders Approve Further Prepayments of Term Loans Pursuant to a Second Voluntary Prepayment Transaction (As Defined Below); Whereas, the Lenders Have Consented to Amend and Waive the Credit Agreement on the Terms and Conditions Contained Herein in Order to Permit a Second Voluntary Prepayment Transaction; Now, Therefore, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. 1.1 Defined Terms. Terms Defined in the Credit Agreement and Used Herein Shall Have the Meanings Given to Them in the Credit Agreement Unless Otherwise Defined Herein or the Context Otherwise Requires. Section 2. Amendments. 2.1 Amendment of Subsection 1.1 (Definitions). (A) Subsection 1.1 of the Credit Agreement Is Hereby Amended by Adding the Following Term in Proper Alphabetical Order: “Second Amendment”: The Second Amendment and Waiver Dated as of May 30, 2008 to This Agreement. (B) Subsection 1.1 of the Credit Agreement Is Hereby Amended By: (I) Inserting “Or Section 3.1(c) of the Second Amendment” After “First Amendment” in the Last Line of the Definition of “Prepayment Discount”, And

from 8-K 8 pages Whereas, Pursuant to the Credit Agreement, the Lenders Have Extended Credit to the Company on the Terms Set Forth in the Credit Agreement; Whereas, the Company Has Requested That the Lenders Approve the Prepayment of Term Loans Pursuant to a Voluntary Prepayment Transaction (As Defined Below); Whereas, the Lenders Have Consented to Amend and Waive the Credit Agreement on the Terms and Conditions Contained Herein in Order to Permit a Voluntary Prepayment Transaction; Now, Therefore, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. 1.1 Defined Terms. Terms Defined in the Credit Agreement and Used Herein Shall Have the Meanings Given to Them in the Credit Agreement Unless Otherwise Defined Herein or the Context Otherwise Requires. Section 2. Amendments. 2.1 Amendment of Subsection 1.1 (Definitions). (A) Subsection 1.1 of the Credit Agreement Is Hereby Amended by Adding the Following Terms in Proper Alphabetical Order: “First Amendment”: The First Amendment and Waiver Dated as of March 13, 2008 to This Agreement. “Prepayment Discount”: The Difference Between the Par Principal Amount of Any Loans Prepaid Under a Voluntary Prepayment and the Aggregate Amount Required by the Company to Prepay the Principal of Such Loans (Disregarding Any Interest Payable Under Section 3.1(c) of the First Amendment). “Voluntary Prepayment”: As Defined in the First Amendment. (B) the Definition of “Available Excess Cash Flow” in Subsection 1.1 Is Hereby Amended by Deleting It in Its Entirety and Replacing It With

from 8-K 132 pages Credit Agreement Among Citadel Broadcasting Corporation, Certain Lenders, Jpmorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. and Deutsche Bank Trust Company Americas, as Syndication Agents, and Credit Suisse, Cayman Islands Branch and Wachovia Bank, National Association, as Documentation Agents Dated as of June 12, 2007 J.P. Morgan Securities Inc., as Sole Lead Arranger and Sole Bookrunner, Banc of America Securities LLC, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Wachovia Capital Markets, LLC, Bear, Stearns & Co. Inc. and Goldman Sachs Credit Partners L.P., as Joint Arrangers

from 424B3 107 pages Credit Agreement Among Citadel Broadcasting Company, Citadel Broadcasting Corporation, Certain Lenders, Jpmorgan Chase Bank, as Administrative Agent, Bank of America, N.A. and Wachovia Bank, National Association, as Syndication Agents, and Suntrust Bank and Harris Nesbitt Financing, Inc. (D/B/a Harris Nesbitt), as Documentation Agents Dated as of August 17, 2004 J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners

from 10-Q 107 pages Credit Agreement Among Citadel Broadcasting Company, Citadel Broadcasting Corporation, Certain Lenders, Jpmorgan Chase Bank, as Administrative Agent, Bank of America, N.A. and Wachovia Bank, National Association, as Syndication Agents, and Suntrust Bank and Harris Nesbitt Financing, Inc. (D/B/a Harris Nesbitt), as Documentation Agents Dated as of August 17, 2004 J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners

from 424B3 22 pages Fifth Amendment to the Credit Agreement

from 10-Q 22 pages Fifth Amendment to the Credit Agreement

from S-1 24 pages Fourth Amendment to the Credit Agreement

from S-1/A 24 pages Third Amendment to the Credit Agreement

from S-1 38 pages Second Amendment to the Credit Agreement