Citadel Broadcasting Corporation (fka CTDBQ)

[My4ntoy]

TRENDmendous.... I found this.


Exhibit A

Equity Allocation Mechanism
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The allocation of New Common Stock and Special Warrants among the Lenders and Holders of Unsecured Claims on the Effective Date shall be based on the results of the following exercise:



1. First, the Secured Claim Equity Distribution shall be deemed made pro rata among the Holders of Senior Secured Obligations and the Unsecured Claim Equity Distribution shall be deemed made pro rata among Holders of General Unsecured Claims; provided, however, that each Equity Distribution shall be deemed to have been made initially in the form of Special Warrants.



2. Second, all deemed holders of Special Warrants that (i) have timely provided an Ownership Certification, and (ii) have provided therewith certification to the Debtors and the Senior Agent that their respective alien ownership, as calculated in accordance with FCC rules, is at or below 20% (“Group 1”) shall be deemed to have exercised their Special Warrants to the fullest extent possible for the corresponding number of shares of Class B Common Stock; provided that any holder who has not requested in writing at least 30 days prior to the Effective Date to receive Class B Common Stock (the “Class B Election Notice”) shall be further deemed to have immediately exchanged such shares of Class B Common Stock for a like number of shares of Class A Common Stock, and provided, further, that, for any holder that would be entitled to shares constituting more than 4.99% of the outstanding Class A Common Stock, the number of shares exchanged by such holder shall be limited so that such holder receives shares of Class A Common Stock constituting no more than 4.99% of the outstanding Class A Common Stock. The alien ownership certification requirement may result in a non-pro rata distribution of New Common Stock.



3. Third, the aggregate alien ownership percentage of New Common Stock after such deemed exercises shall be determined by the Debtors and the Senior Agent. To the extent such percentage is less than 20%, all holders of Special Warrants not in Group 1 (“Group 2”) who timely provided an Ownership Certification (“Eligible Group 2 Holders”) shall be deemed to exercise their Special Warrants, pro rata among all such Eligible Group 2 Holders, to receive Class B Common Stock, up to the number of shares that causes the aggregate alien ownership percentage of New Common Stock to equal 20%; provided that any holder who has not timely provided a Class B Election Notice shall be further deemed to have immediately exchanged such shares of Class B Common Stock for a like number of shares of Class A Common Stock, and provided, further, that, for any holder that would be entitled to shares constituting more than 4.99% of the outstanding Class A Common Stock, the number of shares exchanged by such holder shall be limited so that such holder receives shares of Class A Common Stock constituting no more than 4.99% of the outstanding Class A Common Stock. Each member of Group 2 shall provide to Citadel and the Agent such information as requested by Citadel or the Agent in order to evaluate alien ownership.



4. Steps 2 and 3 shall be repeated until the number of shares being issued becomes de minimis in the judgment of Citadel and the Senior Agent. Notwithstanding anything to the contrary herein, a creditor may, by written notice to the Company and the Senior Agent at least 30 days prior to the Effective Date, receive its Equity Distribution entirely in the form of Special Warrants and shall not be deemed to have exercised any Special Warrants. Any such notice shall be binding upon any transferee of the claims held by such creditor.



5. The distribution of Class A Common Stock, Class B Common Stock and Special Warrants that results from the foregoing steps shall be the distribution made on and as of the Effective Date.



6. Nothing in the above shall permit any holder to acquire more than 4.99% of the outstanding Class A Common Stock nor shall cause Reorganized Citadel to exceed an aggregate alien ownership percentage of 20% in either the Class A Common Stock or in the New Common Stock. Any distribution in contravention of the preceding sentence shall be adjusted to the minimum extent necessary to comply with these limitations; such adjustments shall be pro rata among Eligible Group 2 Holders to the extent legally permissible. In determining whether any holder would hold more than 4.99% of the outstanding Class A Common Stock, such holder will be attributed with any stock held by another holder under common management or that otherwise would be aggregated under the FCC’s ownership attribution rules.


Read more: http://www.faqs.org/sec-filings/100601/CITADEL-BROADCASTING-CORP_8-K/dex22.htm#ixzz0phtkK0tg