Exhibit 10.23


 


SECOND AMENDMENT TO THE CREDIT AGREEMENT


 


SECOND
AMENDMENT, dated as of December 10, 2003 (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
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”), 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”).


 


WITNESSETH:


 


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 from paragraph (a) of the
definition of “Applicable Margin” the pricing columns and substituting therefor
the following:


 


	
   

  	
   

  	
  ABR Loan

  	
   

  	
  Eurodollar
  Loan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 1

  	
   

  	
  1.50

  	
  %

  	
  2.50

  	
  %

  
	
  Level 2

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  
	
  Level 3

  	
   

  	
  1.00

  	
  %

  	
  2.00

  	
  %

  
	
  Level 4

  	
   

  	
  .75

  	
  %

  	
  1.75

  	
  %

  
	
  Level 5

  	
   

  	
  .50

  	
  %

  	
  1.50

  	
  %

  
	
  Level 6

  	
   

  	
  .25

  	
  %

  	
  1.25

  	
  %

  
	
  Level 7

  	
   

  	
  .0

  	
  %

  	
  1.00

  	
  %

  



 

















 


3.             Amendment to
Section 8.9 (Commitment Fees). 
Section 8.9(a) of the Credit Agreement is hereby amended by deleting the
pricing columns and substituting therefor the following:


 




	
  Eurodollar Applicable Margin

  for Revolving Credit Loans

  	
   

  	
  Commitment
  Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.50

  	
  %

  	
  .375

  	
  %

  
	
  2.25

  	
  %

  	
  .375

  	
  %

  
	
  2.00

  	
  %

  	
  .375

  	
  %

  
	
  1.75

  	
  %

  	
  .375

  	
  %

  
	
  1.50

  	
  %

  	
  .250

  	
  %

  
	
  1.25

  	
  %

  	
  .250

  	
  %

  
	
  1.00

  	
  %

  	
  .250

  	
  %

  






 


4.             Amendment to
Section 12.1 (Financial Statements). 
Section 12.1 of the Credit Agreement is hereby amended by deleting the
phrase “Intermediate Holding” each time it appears therein and substituting
therefor the phrase “HoldCo” each such time.


 


5.             Amendment to
Section 12.2 (Certificates; Other Information).  Section 12.2 of the Credit Agreement is hereby amended by:


 


(i)  deleting the phrase
“Intermediate Holding” each time it appears in clause (iv) of paragraph (b) and
substituting therefor the phrase “HoldCo” each such time;


 


(ii)  deleting the phrase “of
Intermediate Holding” from clause (v) of paragraph (b);


 


(iii)  adding the phrase
“HoldCo,” immediately before the phrase “Intermediate Holding” in paragraph
(c);


 


(iv)  deleting the phrase
“Intermediate Holding” from paragraph (e) and substituting therefor the phrase
“HoldCo”; and


 


(v) (a)  deleting the word “and”
from the end of paragraph (e), (b) re-lettering paragraph (f) as paragraph (g)
and (c) adding the following new paragraph (f) after paragraph (e):


 


(f)  concurrently with the
delivery of the financial statements referred to in subsections 12.1(a) and
(b), an unaudited reconciliation prepared by the chief financial officer of the
Company in a form reasonably satisfactory to the Administrative Agent setting
forth the


 

















 


financial
results of Intermediate Holdings, the Company and their respective Subsidiaries
based on such financial statements; and


 


6.             Amendment to Section 13.6(f)(ii)
(Prohibition on Sale of Assets). 
Section 13.6(f)(ii) of the Credit Agreement is hereby amended by (a)
deleting the amount “$5,000,000” and substituting therefor the amount
“$15,000,000” and (b) deleting the amount “$20,000,000” and substituting
therefor the amount “$50,000,000”.


 


7.             Amendment to Schedule 10.12(a)
(Domestic Subsidiaries).  Schedule
10.12(a) to the Credit Agreement is hereby amended by replacing such schedule
in its entirety with a new Schedule 10.12(a) in the form attached to this
Amendment as Annex A.


 


8.             Replacement Lenders.  (a) On the Effective Date (as defined
below), the existing Revolving Credit Commitments of Lenders which do not
consent to this Amendment will be terminated, all amounts owed to such Lenders
under the Revolving Credit Commitments and accrued through the Effective Date
will be paid and the Revolving Credit Commitments of such Lenders will be
replaced with new Revolving Credit Commitments (“Replacement Revolving
Credit Commitments”) made to the Company on the Effective Date in an equal
aggregate principal amount by lenders reasonably satisfactory to the Company
and the Administrative Agent (such lenders, the “Replacement Revolving
Credit Lenders”).  Each Replacement
Revolving Credit Lender agrees to make a Replacement Revolving Credit
Commitment to the Company on the Effective Date in an amount agreed to by the
Company, the Administrative Agent and such Replacement Revolving Credit
Lender.  From and after the Effective
Date (i) the Replacement Revolving Credit Commitments will be deemed to be
Revolving Credit Commitments under the Credit Documents having the terms set
forth in the Credit Documents for Revolving Credit Commitments and (ii) the
Replacement Revolving Credit Lenders will be deemed to be Revolving Credit
Lenders under the Credit Documents having the rights and obligations of
Revolving Credit Lenders under the Credit Agreement.  On the Effective Date the Replacement Revolving Credit Lenders
will make Revolving Credit Loans to the Company in amounts directed by the
Administrative Agent and acquire participating interests in Letters of Credit,
in each case to the extent necessary so that Extensions of Credit under the
Revolving Credit Commitments are made and held ratably by the Revolving Credit
Lenders in accordance with their respective Revolving Credit Commitments.


 


(b)  On the Effective Date, the existing Tranche
A Term Loans under the Credit Agreement and accrued interest thereon (through
the Effective Date) of Lenders which do not consent to this Amendment will be
repaid in full by the Company and replaced with new Tranche A Term Loans (“Replacement
Tranche A Term Loans”) made to the Company on the Effective Date in an
equal aggregate principal amount by lenders reasonably satisfactory to the
Company and the Administrative Agent (such lenders, the “Replacement Tranche
A Term Lenders”; together with the Replacement Revolving Credit Lenders,
the “Replacement Lenders”).  Each
Replacement Tranche A Term Lender agrees to make a Replacement Tranche A Term
Loan to the Company on the Effective Date in an amount agreed to by the
Company, the Administrative Agent and such Replacement Tranche A Term
Lender.  From and after the Effective
Date (i) the Replacement Tranche A Term Loans will be deemed to be Tranche A
Term Loans under the Credit Documents having the terms set forth in the Credit
Documents for Tranche A Term Loans and (ii) the Replacement Tranche A Term
Lenders will be deemed to be


 

















 


Tranche A Term Lenders under
the Credit Documents having the rights and obligations of Tranche A Lenders
under the Credit Agreement.


 


(c)     Subsection
8.6(c) is hereby waived to the extent necessary to permit the refinancing
described in this Section 8.  As used
herein, “Continuing Lenders” means existing Lenders which consent to this
Amendment.


 


9.             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.


 


10.           Effectiveness.  This Amendment shall become effective on the
date (the “Effective Date”) on which (a) the Administrative Agent
notifies the Company that it has received counterparts of this Amendment duly
executed by the Company, Intermediate Holdings, HoldCo, each Continuing Lender
and each Replacement Lender and (b) the Administrative Agent shall have
received all fees required to be paid to the Administrative Agent, the
Continuing Lenders and the Replacement Lender on or prior to the Effective Date
in connection with this Amendment.  For
avoidance of doubt, the pricing reductions described in Sections 2 and 3 of
this Amendment will be effective on the Effective Date.


 


11.           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.


 


12.           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.


 


13.           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.


 

















 


 


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/

  	
  Randy L.
  Taylor

  	
   

  
	
   

  	
  Name:

  	
  RANDY L.
  TAYLOR

  
	
   

  	
  Title:

  	
  V.P. FINANCE

  
	
   

  	
   

  
	
   

  	
  CITADEL
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Randy L.
  Taylor

  	
   

  
	
   

  	
  Name:

  	
  RANDY L.
  TAYLOR

  
	
   

  	
  Title: 
  

  	
  V.P. FINANCE

  
	
   

  	
   

  
	
   

  	
  CITADEL
  BROADCASTING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Randy L.
  Taylor

  	
   

  
	
   

  	
  Name:

  	
  RANDY L.
  TAYLOR

  
	
   

  	
  Title:

  	
  V.P. FINANCE

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK as Administrative Agent and

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Tracey Navin
  Ewing

  	
   

  
	
   

  	
  Name:

  	
  TRACEY NAVIN
  EWING

  
	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
						



 

















 


	
   

  	
  FLEET
  NATIONAL BANK, as Documentation Agent and

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Kay H.
  Campbell

  	
   

  
	
   

  	
  Name:

  	
  Kay H.
  Campbell

  
	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Tracey Navin
  Ewing

  	
   

  
	
   

  	
  Name:

  	
  Tracey Navin
  Ewing

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Elizabeth A.
  Brosky

  	
   

  
	
   

  	
  Name:

  	
  ELIZABETH A.
  BROSKY

  
	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. Bank National Association

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Jaycee A.
  Earll.

  	
   

  
	
   

  	
  Name:

  	
  Jaycee A.
  Earll

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COOPERATIEVE
  CENTRALE RAIFFEISEN-

  BOERENLEEN BANK

  
	
   

  	
  B.A.,
  “RABOBANK NEDERLAND”,

  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Douglas W.
  Zylstra

  	
   

  
	
   

  	
  Name:

  	
  Douglas W.
  Zylstra

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Brett
  Delfino

  	
   

  
	
   

  	
  Name:

  	
  Brett
  Delfino

  
	
   

  	
  Title:

  	
  Executive
  Director

  



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  John C.
  Lambert

  	
   

  
	
   

  	
  Name:

  	
  JOHN C. LAMBERT

  
	
   

  	
  Title:

  	
  SENIOR VICE
  PRESIDENT

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Stephanie
  Rogers

  	
   

  
	
   

  	
  Name:

  	
  Stephanie
  Rogers

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/  Ola Anderssen

  	
   

  
	
   

  	
  OLA ANDERSSEN

  	
   

  
	
   

  	
  DIRECTOR

  	
   

  
					



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
  f/k/a FIRST
  UNION NATIONAL BANK

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Bruce W.
  Loftin

  	
   

  
	
   

  	
  Name:

  	
  Bruce W.
  Loftin

  
	
   

  	
  Title:

  	
  Managing
  Director

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF

  DECEMBER 10, 2003

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Ian Hodgart

  	
   

  
	
   

  	
  Name:

  	
  Ian Hodgart

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 

















 


	
   

  	
  CITADEL BROADCASTING
  COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT AGRICOLE INDOSUEZ

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Laurence F.
  Grant

  	
   

  	
  /s/

  	
  Phillip
  J.Salter

  
	
   

  	
  Name:

  	
  Laurence F.
  Grant

  	
   

  	
   

  	
  Phillip
  J.Salter

  
	
   

  	
  Title:

  	
  Vice
  President

  Senior Relationship Manager

  	
   

  	
   

  	
  Vice
  President

  Sr. Relationship Manager

  
								



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sun Trust Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Brian Combs

  	
   

  
	
   

  	
  Name:

  	
  Brian Combs

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 

















 


	
   

  	
  CITADEL BROADCASTING
  COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003 SENIOR DEBT PORTFOLIO

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Boston
  Management and Research

  as Investment Advisor

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  OXFORD STRATEGIC INCOME FUND

  BY: EATON VANCE MANAGEMENT 

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  COSTANTINUS EATON VANCE CDO V, LTD

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  GRAYSON & CO

  BY: BOSTON MANAGEMENT AND RESEARCH

  INVESTMENT ADVISOR

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  BIG SKY SENIOR LOAN FUND, LTD.

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  EATON VANCE VT FLOATING-RATE INCOME FUND BY: EATON VANCE MANAGEMENT
  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Tracey Navin
  Ewing

  	
   

  
	
   

  	
  Name:

  	
  Tracey Navin
  Ewing

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $2,512,998.94.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  Fleet
  National Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Kay H.
  Campbell

  	
   

  
	
   

  	
  Name:

  	
  Kay H.
  Campbell

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $8,804,021.30.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  Sun Trust Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Brian Combs

  	
   

  
	
   

  	
  Name:

  	
  Brian Combs

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $11,702,642.56.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  John C.
  Lambert

  	
   

  
	
   

  	
  Name:

  	
  JOHN C.
  LAMBERT

  
	
   

  	
  Title:

  	
  SENIOR VICE
  PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $5,153,705.34.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
					



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Stephanie
  Rogers

  	
   

  
	
   

  	
  Name:

  	
  Stephanie
  Rogers

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $8,546,606.43.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
	
   

  	
   

  
	
   

  	
  /s/ Ola Anderssen

  
	
   

  	
  OLA ANDERSSEN

  DIRECTOR

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  Deutsche
  Bank Trust Company Americas

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Gregory
  Shefrin

  	
   

  
	
   

  	
  Name:

  	
  Gregory
  Shefrin

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $7,195,818.26.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON

  acting through its Cayman Islands Branch

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Bill O’Daly

  	
   

  	
  /s/

  	
  Cassandra
  Droogan

  
	
   

  	
  Name:

  	
  BILL O’DALY

  	
   

  	
   

  	
  CASSANDRA DROOGAN

  
	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  	
   

  	
  ASSOCIATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Revovling Credit Lender with a Replacement
  Revolving Credit Commitment of $7,195,818.26.  By signing above, such Lender will be a Revolving Credit Lender
  under the Credit Agreement in accordance with Section 8 of the Second
  Amendment dated as of December 10, 2003 to the Credit Agreement.

  
								



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Tracey Navin
  Ewing

  	
   

  
	
   

  	
  Name:

  	
  Tracey Navin
  Ewing

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $928,982.53. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  Fleet National Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Kay H.
  Campbell

  	
   

  
	
   

  	
  Name:

  	
  Kay H.
  Campbell

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $3,255,237.96. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  Sun Trust Bank

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Brian Combs

  	
   

  
	
   

  	
  Name:

  	
  Brian Combs

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $4,326,987.07. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  John C.
  Lambert

  	
   

  
	
   

  	
  Name:

  	
  JOHN C. LAMBERT

  
	
   

  	
  Title:

  	
  SENIOR VICE
  PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $1,905,553.92. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Stephanie
  Rogers

  	
   

  
	
   

  	
  Name:

  	
  Stephanie
  Rogers

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $3,160,060.24. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ola Anderssen

  
	
   

  	
  OLA ANDERSSEN

  DIRECTOR

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank Trust Company Americas

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Gregory
  Shefrin

  	
   

  
	
   

  	
  Name:

  	
  Gregory
  Shefrin

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $2,660,613.82. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
						



 

















 


	
   

  	
  CITADEL
  BROADCASTING COMPANY

  SECOND AMENDMENT DATED AS OF DECEMBER

  10, 2003

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON

  acting through its Cayman Islands Branch

  	
   

  
	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Bill O’Daly

  	
   

  	
  /s/

  	
  Cassandra
  Droogan

  
	
   

  	
  Name:

  	
  BILL O’DALY

  	
   

  	
   

  	
  CASSANDRA
  DROOGAN

  
	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  	
   

  	
  ASSOCIATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Lender
  signing above is a Replacement Tranche A Term Lender with a Replacement
  Tranche A Term Loan of $2,660,613.82. 
  By signing above, such Lender will be a Tranche A Term Lender under
  the Credit Agreement in accordance with Section 8 of the Second Amendment
  dated as of December 10, 2003 to the Credit Agreement.

  
								



 

















 


Annex A


 


Schedule 10.12(a)


 


Domestic Subsidiaries


 


1.             Aviation I, LLC


 


2.             Livingston County Broadcasters, Inc.