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EXHIBIT 4.19
CCC CAPITAL TRUST II
DECLARATION OF TRUST
THIS DECLARATION OF TRUST, dated as of December 6, 1999,
is by and between Citadel Communications Corporation, a Nevada corporation,
as depositor (the "Depositor"), The Bank of New York, a New York banking
corporation, as property trustee (the "Property Trustee") and Bank of New York
(Delaware), a Delaware banking corporation, as Delaware trustee (the "Delaware
Trustee" and jointly with the Property Trustee, the "Trustees"). The Depositor
and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "CCC CAPITAL
TRUST II".
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. Such amount shall constitute the initial trust estate.
The Trustees hereby declare that they will hold the trust estate in trust for
the Depositor. It is the intention of the parties hereto that the Trust created
hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"), and that this
document constitute the governing instrument of the Trust. The Trustees are
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in accordance with the provisions of the
Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and restated
Declaration of Trust, satisfactory to each such party and substantially in the
form to be included as an Exhibit to the Registration Statement referred to
below, to provide for the contemplated operation of the Trust created hereby and
the issuance of the preferred securities (the "Preferred Securities") and common
securities referred to therein. Prior to the execution and delivery of such
amended and restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor, in each case on behalf of the Trust as the depositor of
the Trust, is hereby authorized, in its discretion (i) to execute and file with
the Securities and Exchange Commission (the "Commission") (a) a Registration
Statement on Form S-3 (the "Registration Statement") and any pre-effective or
post-effective amendments to such Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust, and (b) a Registration Statement on Form 8-A (the "1934
Act Registration Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred Securities of
the Trust under Section 12(b) of the
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Securities Exchange Act of 1934, as amended; (ii) to execute and file with the
New York Stock Exchange, the American Stock Exchange or such other national
securities exchange or the Nasdaq National Market, as the Depositor shall
determine, a listing or similar application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed or approved for
quotation on the New York Stock Exchange, the American Stock Exchange or such
other national securities exchange or the Nasdaq National Market; (iii) to
execute and file such applications, reports, surety bonds, irrevocable consents,
appointments of attorneys for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Depositor on
behalf of the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust such purchase agreements or underwriting agreements relating
to the Preferred Securities as the Depositor may deem necessary or desirable. It
is hereby acknowledged and agreed that in connection with any filing referred to
in clauses (i) - (iii) above, the Trustees shall not be required to join in any
such filing or execute on behalf of the Trust any such document unless required
by the rules and regulations of the Commission, the New York Stock Exchange, the
American Stock Exchange our such other national securities exchange, or the
Nasdaq National Market or state securities or "Blue Sky" laws, and in such case
only to the extent so required. In connection with all of the foregoing, the
Depositor hereby constitutes and appoints Xxxxxxxx X. Xxxxxx and Xxxxx X.
Xxxxxxx and each of them, as its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the Depositor in the
Depositor's name, place and stead, in any and all capacities, to sign and file
with the Commission (i) the Registration Statement and the 1934 Act Registration
Statement and any and all amendments (including post-effective amendments) to
the Registration Statement and the 1934 Act Registration Statement with all
exhibits thereto, and other documents in connection therewith, and (ii) a
registration statement and any and all amendments thereto filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, with all exhibits thereto,
and all other documents in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of trustees initially shall be two (2) and thereafter the
number of trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of trustees; provided that to the extent required by the Business Trust
Act, one trustee shall either be a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware. Subject to the foregoing, the Depositor is
entitled to
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appoint or remove without cause any Trustee at any time. Any Trustee may resign
upon thirty days prior notice to the Depositor.
7. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to conflict
of laws principles.
8. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Declaration of Trust, the creation, operation
or termination of the Trust or the transactions contemplated hereby; provided,
however, that the Depositor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person.
9. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Depositor.
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IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
CITADEL COMMUNICATIONS
CORPORATION,
as Depositor
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Chairman of the Board,
Chief Executive Officer
and President
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Delaware Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
THE BANK OF NEW YORK,
not in its individual capacity but solely
as Property Trustee
By: /s/ Van X. Xxxxx
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Name: Van X. Xxxxx
Title: Assistant Vice President
