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Exhibit
10.1
SECOND AMENDMENT AND WAIVER,
dated as of May 30, 2008 (the “ Amendment
”), to the CREDIT AGREEMENT, dated as of as of June 12,
2007 (as amended and waived prior to the date hereof, the “
Credit Agreement ”), among CITADEL BROADCASTING
CORPORATION, a Delaware corporation (the “ Company
”), the several lenders from time to time parties hereto (the
“ Lenders ”), the Syndication Agents and
Documentation Agents party thereto and JPMORGAN CHASE BANK, N.A.,
as administrative agent for the Lenders (in such capacity, the
“ Administrative Agent ”).
WITNESSETH:
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
(ii) deleting the following
term in its entirety and replacing it with:
“ Voluntary
Prepayment ”: the collective reference to a Voluntary
Prepayment (as defined in the First Amendment) and a Second
Voluntary Prepayment (as defined in the Second
Amendment).
Section 3. SECOND VOLUNTARY
PREPAYMENT TRANSACTION .
3.1 Voluntary
Prepayment . (a) The Company has notified the Lenders that
it may wish to make further voluntary prepayments of the Term Loans
(each, a “ Second Voluntary Prepayment ”) during
the period commencing on the date hereof and ending on
December 31 st ,
2008 (the “ Prepayment Period ”) pursuant to the
procedures described in this Section 3.1 (the transactions
described in this Section 3.1, collectively, the “
Second Voluntary Prepayment Transaction ”). In
connection with any Second Voluntary Prepayment, the Company will
notify the Lenders of Term Loans (the “ Prepayment
Notice ”) that the Company desires to prepay Term Loans
with proceeds in an aggregate amount specified by the Company
(which amount shall be not less than $10,000,000 in each of the
Second Voluntary Prepayments (or such lesser amount as remains in
the case of the last Second Voluntary Prepayment under clause
(i) in the proviso hereof)) (each, a “ Prepayment
Amount ”) at a discount (which is expected to be within a
range to be specified by the Company with respect to each Second
Voluntary Prepayment; the “ Discount ”) equal to
a percentage of par of the principal amount of Term Loans;
provided that (i) the aggregate Prepayment Amounts for
all Second Voluntary Prepayments undertaken by the Company during
the Prepayment Period shall not exceed $200,000,000 less the
aggregate Prepayment Amount for all Voluntary Prepayments made
under the First Amendment and (ii) no proceeds of Revolving
Credit Loans shall be used to finance a Second Voluntary
Prepayment.
(b) In connection with a
Second Voluntary Prepayment, the Company will allow each Lender of
Term Loans to specify a discount to par (the “ Acceptable
Discount ”) for a principal amount (subject to rounding
requirements specified by the Administrative Agent) of Term Loans
at which such Lender is willing to permit such Second Voluntary
Prepayment. Based on the Acceptable Discounts and principal amounts
of Term Loans specified by Lenders, the Administrative Agent, in
consultation with the Company, will determine the applicable
discount (the “ Applicable Discount” ) for the
Second Voluntary Prepayment which will be the lower of (i) the
lowest Acceptable Discount at which the Company can complete the
Second Voluntary Prepayment for the Prepayment Amount and
(ii) the highest Acceptable Discount specified by the Lenders
that is within the range for the Discount specified by the Company.
The Company shall prepay Term Loans (or the respective portions
thereof) offered by Lenders at the Acceptable Discounts specified
by each such Lender that are equal to or less than the Applicable
Discount (“ Qualifying Term Loans” ) at the
Applicable Discount; provided that if the aggregate proceeds
required to prepay Qualifying Term Loans (disregarding any interest
payable under Section 3.1(c)) would exceed the Prepayment
Amount for such Second Voluntary Prepayment, the Company shall
prepay such Qualifying Term Loans at the Applicable Discount
ratably based on the respective principal amounts of such
Qualifying Term Loans (subject to rounding requirements specified
by the Administrative Agent).
(c) All Term Loans prepaid by
the Company pursuant to this Section 3.1 shall be accompanied
by payment of accrued and unpaid interest on the par principal
amount so prepaid to, but not including, the date of
prepayment.
(d) The par principal amount
of Term Loans prepaid pursuant to this Section 3.1 shall be
applied to reduce the remaining installment
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