Exhibit 10.24


 


THIRD AMENDMENT TO THE
CREDIT AGREEMENT


THIRD AMENDMENT, dated as of
February 4, 2004 (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
Holding”), 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”).


W I T N E S S E T H:


WHEREAS, the Company,
Intermediate Holding, HoldCo, the Lenders, the Administrative Agent and the
Syndication Agents are parties to the Credit Agreement;


WHEREAS, HoldCo has notified
the Lenders that (i) it intends to issue shares of its common stock in a
registered public offering (as hereinafter defined, the “2004 Primary
Offering”), (ii) it may issue up to $415,000,000 of its convertible
subordinated notes (as hereinafter defined, the “HoldCo Convertible Notes”)
and (iii) in connection with the 2004 Primary Offering certain shareholders of
HoldCo will sell shares of common stock in a registered secondary public
offering (as hereinafter defined, the “2004 Secondary Offering”);


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 Holding, 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).  (a) Section 1.1 of the Credit Agreement is
hereby amended by adding the following terms in proper alphabetical order:


“HoldCo Convertible Notes”:  any convertible subordinated notes issued by
HoldCo in an aggregate principal amount of up to $415,000,000 and having terms
customary for convertible subordinated notes issued in a registered public
offering or Rule 144A offering at the time of issuance, as determined by the


 

















 


Administrative
Agent, as such may be amended, endorsed, substituted, replaced, refinanced,
supplemented or otherwise modified from time to time in accordance with
subsection 13.12.


“Original Company
Subordinated Intercompany Note”:  as
defined in the definition of “Subordinated Notes”.


“Original Company
Subordinated Loan”:  as defined in
the definition of “Subordinated Loans”.


“Original Intermediate
Holding Subordinated Loan”:  as
defined in the definition of “Subordinated Loans”.


“Original Intermediate
Holding Subordinated Intercompany Note”: 
as defined in the definition of “Subordinated Notes”.


“2004 Company
Subordinated Intercompany Note”:  as
defined in the definition of “Subordinated Notes”.


“2004 Company Subordinated
Loan”:  as defined in the definition
of “Subordinated Loans”.


“2004 Intermediate
Holding Subordinated Intercompany Note”: 
as defined in the definition of “Subordinated Notes”.


“2004 Intermediate
Holding Subordinated Loan”:  as
defined in the definition of “Subordinated Loans”.


 “Third Amendment”: 
the Third Amendment dated as of February 4, 2004 to this Agreement.


“2004 Primary Offering”:  the issuance by HoldCo in a registered
public offering of up to 18,640,000 shares of its common stock on or prior to
December 31, 2004.


“2004 Secondary Offering”:  the issuance by certain stockholders of
HoldCo in a registered public offering of up to 25,000,000 shares of HoldCo
common stock on or prior to December 31, 2004.


(b)           Section 1.1 of the
Credit Agreement is amended by revising the definitions set forth below as
follows:


“Subordinated Loans”:  the collective reference to the subordinated
loan made by HoldCo to Intermediate Holding and evidenced by the Original
Intermediate Holding Subordinated Intercompany Note in the principal amount of
$500,000,000 (the “Original Intermediate Holding Subordinated Loan”) and
the 


 


2

















 


subordinated
loan(s) made by HoldCo to Intermediate Holding and evidenced by the 2004
Intermediate Holding Subordinated Intercompany Note in an aggregate principal
amount equal to the principal amount of the HoldCo Convertible Notes (the “2004
Intermediate Holding Subordinated Loan”; together with the Original
Intermediate Holding Subordinated Loan, the “Intermediate Holding
Subordinated Loan”); and, the subordinated loan made by Intermediate
Holding to the Company and evidenced by the Original Company Subordinated
Intercompany Note in the principal amount of up to $500,000,000 (the “Original
Company Subordinated Loan”) and the subordinated loan(s) made by
Intermediate Holding to the Company and evidenced by the 2004 Company
Subordinated Intercompany Note in an aggregate principal amount equal to the
principal amount of the HoldCo Convertible Notes (the “2004 Company
Subordinated Loan”; together with the Original Company Subordinated Loan,
the “Company Subordinated Loan”).


“Subordinated Notes”:  the collective reference to (i) the Note, in
the principal amount of $500,000,000, made by Intermediate Holding in favor of
HoldCo, to evidence the Original Intermediate Holding Subordinated Loan,
substantially in the form of Exhibit G-2 (the “Original Intermediate Holding
Subordinated Intercompany Note”) and the Note, in a principal amount equal
to the principal amount of the HoldCo Convertible Notes, made by Intermediate
Holding in favor of HoldCo, to evidence the 2004 Intermediate Holding
Subordinated Loan in the form approved by the Administrative Agent (the “2004
Intermediate Holding Subordinated Intercompany Note”; together with the
Original Intermediate Holding Subordinated Intercompany Note, the “Intermediate
Holding Subordinated Intercompany Note”); (ii) the Note, in the principal
amount of up to $500,000,000 made by the Company in favor of Intermediate
Holding, to evidence the Company Subordinated Loan, substantially in the form
of Exhibit G-3 (the “Original Company Subordinated Intercompany Note”)
and the Note, in a principal amount equal to the principal amount of the HoldCo
Convertible Notes, made by the Company in favor of Intermediate Holding, to
evidence the 2004 Company Subordinated Loan in the form approved by the
Administrative Agent (the “2004 Company Subordinated Intercompany Note”;
together with the Original Company Subordinated Intercompany Note, the “Company
Subordinated Intercompany Note”); (iii) any subordinated notes issued after
the Closing Date by Intermediate Holding evidencing additional loans made by
HoldCo to Intermediate Holding as contemplated by subsection 13.7(p), and (iv)
any subordinated notes issued after the Closing Date by the Company as
contemplated by subsection 13.7(p), as each of the same may be amended,
endorsed, substituted, replaced, refinanced, supplemented or otherwise modified
from time to time in accordance with subsection 13.12.  The stated non-default interest rate on the
Subordinated Notes will not exceed 8% per annum, and the Subordinated Loans
will not have a stated maturity date earlier than the date which is the
eleventh anniversary of the Closing Date.


 


 


3

















 


(c)           The last sentence of
the definition of “Consolidated Cash Interest Expense” in Section 1.1 of the
Credit Agreement is hereby amended in its entirety to read as follows:


                Notwithstanding the foregoing,
(i) for each of the four quarter periods immediately following the Closing
Date, the Consolidated Cash Interest Expense attributable to the Subordinated
Loans shall be deemed to be $7.5 million per quarter and (ii) interest paid in
cash on the HoldCo Convertible Notes from
cash dividends paid by Intermediate Holding pursuant to Section 13.9(h) shall
be deemed to be included in the calculation of Consolidated Cash Interest
Expense.


3.             Amendment to Section 12.7 (Notices).  Section 12.7 of the Credit Agreement is
hereby amended by adding at the end of clause (e) the phrase “or the HoldCo
Convertible Notes”.


4.             Amendment to Section 13.2 (Indebtedness).  Section 13.2 of the Credit Agreement is
amended by (i) deleting the word “and” from the end of paragraph (j), (ii)
deleting the period from the end of clause (k) and substituting therefor the
phrase “; and” and (iii) adding the following paragraph (l) at the end thereof:


(l)            Indebtedness of HoldCo evidenced by the HoldCo
Convertible Notes.


5.             Amendment to Section 13.9 (Limitation on Dividends).  Section 13.9 of the Credit Agreement is
amended by (i) deleting the word “and” from the end of paragraph (f), (ii)
adding the word “and” to the end of paragraph (g) and (iii) adding the
following paragraph (h) at the end thereof:


                (h)  subject to the applicable subordination provisions, the Company
may pay dividends to Intermediate Holding and Intermediate Holding may pay such
dividends to HoldCo, in an amount equal to the amount required to be paid by
HoldCo in respect of interest on the HoldCo Convertible Notes; provided, that, such dividend payment may
only be made to the extent that such interest is not otherwise being paid
pursuant to payments on the Subordinated Notes; provided further, that any such dividend payments occur
within one (1) Business Day of such interest coming due.


 


6.             Amendment to Section 13.10 (Transaction with
Affiliates).  Section 13.10 of the
Credit Agreement is amended by adding at the end thereof the following:


or
(d) HoldCo and its Subsidiaries may engage in the 2004 Secondary Offering and
pay fees and expenses in connection therewith or (e) HoldCo may use the
proceeds of the 2004 Primary Offering and the HoldCo Convertible Notes to repay
or prepay the Subordinated HoldCo Debentures in whole or in part and
accrued interest thereon.


 


4

















 


7.             Amendment to and Consent under Section 13.12  (Subordinated Securities; Subordinated
HoldCo Debentures).  (a)           Section
13.12 (a) of the Credit Agreement is amended by adding at the end thereof the
following:


other
than the prepayment or optional prepayment of the Subordinated Notes with
proceeds from the 2004 Primary Offering and the HoldCo Convertible Notes.


(b)           Section 13.12 of the Credit Agreement is amended by adding
the following paragraph (c) at the end thereof:


(c)   (i) 
Make any payment in violation of any of the subordination provisions of
the HoldCo Convertible Notes; or (ii) waive or otherwise relinquish any of its
rights or causes of action arising under or arising out of the terms of the
HoldCo Convertible Notes or consent to any amendment, modification or
supplement to the terms of the HoldCo Convertible Notes except with the consent
of the Required Lenders; or (iii) make any payment or prepayment (including
payments as a result of acceleration thereof) on or redeem or otherwise
acquire, purchase or defease the HoldCo Convertible Notes other than (x)
subject to the subordination provisions, scheduled payments of interest, (y)
the conversion of the HoldCo Convertible Notes in accordance with their terms
and (z) the redemption of HoldCo Convertible Notes with the proceeds of one or
more offerings of HoldCo common stock, provided
that any such redemption occurs within 60 days of such offering of HoldCo common
stock.


(c)           The Lenders hereby agree that HoldCo may use the proceeds
of the 2004 Primary Offering and the HoldCo Convertible Notes to repay or
prepay the Subordinated HoldCo Debentures in whole
or  in part and accrued interest
thereon.


8.             Amendment to Section 14 (Events of Default).  (a)        Clause
(k) of Section 14 of the Credit Agreement is amended by (i) deleting the word
“and” which appears before “(4)” and substituting therefor a comma and (ii)
adding the following clause (5) at the end of clause (4):


and
(5) HoldCo may issue its common stock and the HoldCo Convertible Notes as long
as the proceeds thereof are used as permitted by this Agreement


(b)           Section 14 of the Credit Agreement is
amended by (i) deleting the word “or” from the end of paragraph (l), (ii)
adding the word “or” to the end of paragraph (m) and (iii) adding the following
paragraph (n) at the end thereof:


(n)           HoldCo shall default in any payment
or principal of or interest on the HoldCo Convertible Notes beyond the period
of grace, if any, provided in the instrument or agreement under which the
HoldCo Convertible Notes were created;


 


5

















 


9.             Amendment to Section 14, clause (l) (Events of
Default).  Clause (l) of Section 14
of the Credit Agreement is amended by deleting the percentage “51%” and
substituting therefor the percentage “25%”.


10.           Amendment to Section 16.13 (Incremental Facility).  Section 16.13 of the Credit Agreement is
amended by deleting from paragraph (a) the phrase “third anniversary” and
substituting therefor the phrase “fifth anniversary”.


11.           Application of Proceeds.  The Lenders agree that any net proceeds from the 2004 Primary
Offering and the HoldCo Convertible Notes remaining after the Subordinated
HoldCo Debentures, the Original Intermediate Holding Subordinated Intercompany
Note, and the Original Company Subordinated Intercompany Note are paid in full
may be used to repay Revolving Credit Loans (without a reduction in Revolving
Credit Commitments).


12.           Intercompany Indebtedness; HoldCo Convertible Notes.  HoldCo, Intermediate Holding and the Company
agree:


(a)           to
cause the principal amount of each of the Original Intermediate Holding
Subordinated Intercompany Note and the Original Company Subordinated
Intercompany Note to be permanently reduced at the time and in the amount by
which the principal of the Subordinated HoldCo Debentures is repaid;


(b)           to
cause the principal amount of each of the 2004 Intermediate Holding
Subordinated Intercompany Note and the 2004 Company Subordinated Intercompany
Note to be equal to the principal amount of the HoldCo Convertible Notes from
time to time;


(c)           to
cause the 2004 Intermediate Holding Subordinated Intercompany Note and the 2004
Company Subordinated Intercompany Note to be pledged to the Administrative
Agent pursuant to the Pledge Agreements; and


(d)           not
to permit Subsidiaries of HoldCo to guarantee or otherwise provide credit
support for the HoldCo Convertible Notes;


; provided, however, in lieu of the
action required by paragraphs (a) through (c) above, HoldCo, Intermediate
Holding and the Company may put in place such alternative intercompany
arrangements as are acceptable to the Administrative Agent and shall not
require cash payment by Intermediate Holding or the Company to HoldCo in excess
of amounts required to be paid by HoldCo in respect of interest on the HoldCo
Convertible Notes and the Subordinated HoldCo Debentures.


 


13.           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.


 


6

















 


14            Effectiveness. 
This 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 Amendment duly executed by the Company,
Intermediate Holding, HoldCo and the Required Lenders.


15.           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.


16.           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.


17.           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.


 


7

















 


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:

  	
  VP Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITADEL COMMUNICATIONS CORPORATION

  
	
   

  	
  By:

  	
  /s/ RANDY L. TAYLOR

  
	
   

  	
   

  	
  Name:

  	
  Randy L. Taylor

  
	
   

  	
   

  	
  Title:

  	
  VP Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITADEL BROADCASTING CORPORATION

  
	
   

  	
  By: 

  	
  /s/ RANDY L. TAYLOR

  
	
   

  	
   

  	
  Name:

  	
  Randy L. Taylor

  
	
   

  	
   

  	
  Title:

  	
  VP 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

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  SENIOR DEBT PORTFOLIO

  By: Boston Management and Research

  as Investment Advisor

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

  BY: EATON VANCE  MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  OXFORD STRATEGIC INCOME FUND

  BY: EATON VANCE  MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  CONSTANTINUS EATON VANCE CDO V, LTD.

  BY: EATON VANCE  MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  GRAYSON & CO

  BY: EATON VANCE  MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  BIG SKY SENIOR LOAN FUND, LTD.

  BY: EATON VANCE  MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  EATON VANCE 

  VT FLOATING-RATE INCOME FUND

  BY: EATON VANCE  MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL B. BOTTHOF

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  CREDIT SUISSE FIRST BOSTON

  acting through its Cayman Islands Branch

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BILL O'DALY
              CASSANDRA
  DROOGAN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bill O'Daly

  	
  Cassandra Droogan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
  Associate

  	
   

  
							



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  The Bank of New York

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN C. LAMBERT

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John C. Lambert

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  Sun Trust Bank

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN COMBS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Combs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, N.A.

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRUCE W. LOFTIN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce W. Loftin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  U.S. Bank National Association

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAYCEE A. EARLL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jaycee A. Earll

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  National City Bank

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID DONLINGER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Donlinger

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  CITADEL BROADCASTING COMPANY

  
	
   

  	
     THIRD AMENDMENT DATED AS OF FEBRUARY___,
  2004

  	
   

  
	
   

  	
   

  	
  Deutsche Bank Trust Company Americas

  	
   

  
	
   

  	
   

  	
  [LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GREGORY SHEFRIN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Shefrin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director