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Exhibit 10.8
FIRST AMENDMENT TO
SECURITIES PURCHASE AND EXCHANGE AGREEMENT
This FIRST AMENDMENT TO SECURITIES PURCHASE AND EXCHANGE AGREEMENT
(this "First Amendment") is made as of December 31, 1996 by and among CITADEL
COMMUNICATIONS CORPORATION, a Nevada corporation (the "Company"); CITADEL
BROADCASTING COMPANY, a Nevada corporation ("Citadel"); DESCHUTES ACQUISITION
CORPORATION, a Nevada corporation ("DAC"); ABRY BROADCAST PARTNERS II, L.P., a
Delaware limited partnership ("ABRY"); ABRY/CITADEL INVESTMENT PARTNERS, L.P.,
a Delaware limited partnership ("ABRY/CIP"); BAKER, FENTRESS & COMPANY, a
Delaware corporation ("BFC"); OPPENHEIMER & CO., INC., a Delaware corporation
("Oppenheimer") BANK OF AMERICA ILLINOIS, an Illinois banking corporation
formerly known as Continental Bank, N.A. ("BofA"); CHRISTOPHER J. PERRY, ROBERT
F. PERILLE, M. ANN O'BRIEN, FORD S. BARTHOLOW, JEFFREY M. MANN, MATTHEW W.
CLARY, SHERYL E. BARTOL, and ANDREA P. JOSELIT (Bartol and Joselit being
successors in interest to Thomas E. Van Pelt, Jr.) (collectively, the "BofA
Co-Investors"); THE ENDEAVOUR CAPITAL FUND LIMITED PARTNERSHIP, an Oregon
limited partnership ("Endeavour"); and JOSEPH P. TENNANT, THE SCHAFBUCH FAMILY
TRUST u/a/d 2-15-94, BABSON CAPITAL PARTNERS LIMITED PARTNERSHIP, an Oregon
limited partnership; TAL JOHNSON, EDWARD T. HARDY, and RALPH W. MCKEE
(collectively, the "Endeavour Co-Investors").
RECITALS
A. As of June 28, 1996, certain parties to this agreement entered into
that certain Securities Purchase and Exchange Agreement (the "Securities
Purchase and Exchange Agreement"). Capitalized terms that are not otherwise
defined herein shall have the meanings ascribed to those terms in the
Securities Purchase and Exchange Agreement.
B. Endeavour and the Endeavour Co-Investors are the sole owners of all
of the outstanding preferred stock of Deschutes River Broadcasting Inc., an
Oregon corporation ("Deschutes"). As of August 30, 1996, the Company, Citadel
Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of
the Company ("CAC"), and Deschutes entered into that certain Merger Agreement
(the "Merger Agreement"). As of September 17, 1996, CAC changed its name to
Deschutes License, Inc. ("DLI"), and as of December 18, 1996 DLI assigned its
rights under the Merger Agreement to DAC. Pursuant to the Merger Agreement,
Deschutes and DAC will merge, with DAC to be the surviving corporation. In
consideration of such merger, Endeavour, the Endeavour Co-Investors and the
holders of the Common Stock of Deschutes will receive Class A Common Stock,
Series E Preferred Stock and/or options to purchase Class A Common Stock.
C. In order to induce Endeavour and the Endeavour Co-Investors to
permit the transactions contemplated by the Merger Agreement, the parties to
this First Amendment wish to amend the Securities Purchase and Exchange
Agreement to (i) grant Endeavour and the
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Endeavour Co-Investors all of the rights (and make Endeavour and the Endeavour
Co-Investors subject to all of the obligations) as Investors under the
Securities Purchase and Exchange Agreement and (ii) make Endeavour and the
Endeavour Co-Investors parties to the Securities Purchase and Exchange
Agreement.
D. In connection with the transactions contemplated by the Merger
Agreement, the Company, Endeavour, the Endeavour Co-Investors, and certain
other parties have also agreed to enter into the following agreements, each of
even date: that certain First Amendment to Third Amended and Restated
Registration Rights Agreement; that certain First Amendment to Second Amended
and Restated Stockholders Agreement; that certain First Amendment to Amended
and Restated Voting Agreement; and that certain Security Holder Agreement (the
"Endeavour Proxy") (together with this First Amendment, the Merger Agreement,
and the transactions contemplated thereby, the "Contemplated Transactions").
ACCORDINGLY, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this First Amendment agree as follows:
1. Consents and Waivers. Each of the parties hereto hereby consents to
this First Amendment and the inclusion of Endeavour and the Endeavour
Co-Investors as "Investors" under the Securities Purchase and Exchange
Agreement pursuant to the terms and conditions of this First Amendment.
Further, each of the parties hereto waives in connection with the Contemplated
Transactions any rights he/she/it may possess pursuant to the negative
covenants contained in Sections 11.a, 11.d, 11.e, 11.f, 11.g, 11.i, 11.k and
11.l of the Securities Purchase and Exchange Agreement. No other provisions are
waived.
2. Amendments.
2.1. Section 1 of the Securities Purchase and Exchange
Agreement is amended by adding the following definitions in
appropriate alphabetical order:
2.1.1. "Deschutes Option Exchange Agreements" shall
mean those award agreements between the Company and certain
former employees of Deschutes pursuant to which such
employees receive Parent Options upon conversion of the
Deschutes Options (as those terms are defined in the Merger
Agreement), in the form attached to the Securities Purchase
and Exchange Agreement as Exhibit I.iii. for incentive stock
options and in the form "Deschutes Option Exchange Agreement"
attached hereto as Exhibit A for nonqualified stock options.
2.1.2. "Endeavour" shall mean and refer to The
Endeavour Capital Fund Limited Partnership, an Oregon limited
partnership.
2.1.3. "Endeavour Co-Investors" shall mean and
refer, individually and collectively, to those individuals
who are designated on the Signature Pages to the First
Amendment as the "Endeavour Co-Investors."
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2.1.4. "Endeavour Proxy" means the Security Holder
Agreement of even date herewith, by and among Endeavour, the
Endeavour Co-Investors, the Company, Citadel and DAC.
2.1.5. "Endeavour Stock" means (i) Series E
Preferred Stock held by Endeavour or by the Endeavour
Co-Investors on the date of the First Amendment, (ii) Class A
Common Stock issued or issuable upon conversion of any Series
E Preferred Stock described in clause (i) above, (iii) Equity
Securities of the Company issued or issuable with respect to
any Equity Securities referred to in any of clauses (i)
through (ii) above or this clause (iii) by way of any stock
dividend or stock split, or in connection with a combination
or exchange of shares, recapitalization, merger,
consolidation, reorganization or otherwise.
2.1.6. "First Amendment" shall mean that First
Amendment to this Agreement dated as of December 31, 1996
among Endeavour, the Endeavour CoInvestors and the Original
Investors.
2.1.7. "Series E Preferred Stock" shall mean the
Series E Convertible Preferred Stock of the Company, par
value $.001 per share.
2.2. Section 1 of the Securities Purchase and
Exchange Agreement is further amended by modifying and/or adding the following
language to the following definitions:
2.2.1. FINOVA Credit Agreement. The current
definition is deleted and replaced with:
"FINOVA Credit Agreement" means the Loan Agreement
by and between Citadel, DAC, DLI, Citadel License
Inc, FINOVA and certain other Lenders (as that term
is defined therein), dated as of October 9, 1996, as
amended and in effect as of December 31, 1996.
2.2.2. Sixth Amended and Restated Certificate of
Incorporation. The following definition is added:
"Sixth Amended and Restated Certificate of
Incorporation" means the Certificate of
Incorporation of the Company as amended and in
effect on the date of the First Amendment
(immediately after the Sixth Amendment and
Restatement thereof).
2.2.3. Change of Control. The current definition is
deleted and replaced with:
"Change of Control" means the sale of the Company or
any of its Subsidiaries to an Independent Third
Party or group of Independent Third Parties pursuant
to which such party or parties acquire (i) Equity
Securities of the Company or any of its Subsidiaries
possessing the voting power
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under normal circumstances to elect a majority of
the Company's or any of its Subsidiaries' boards of
directors (whether by merger, consolidation or sale
or transfer of the Company's or any of its
Subsidiaries' Equity Securities) or (ii) all or
substantially all of the Company's or any of its
Subsidiaries' assets determined on a consolidated
basis.
2.2.4. Change of Control Payment. The current
definition is deleted and replaced with:
"Change of Control Payment" means any payment to or
other consideration transferred to any officer or
employee of the Company, or any of its Subsidiaries
who holds or owns beneficially or otherwise Equity
Securities of the Company by any Person whatsoever
in connection with any transaction resulting in a
Change of Control of the Company or any of its
Subsidiaries, including, without limitation,
payments in respect of (i) employment agreements or
consulting agreements in excess of such employee's
historical ordinary cash compensation as an officer
or employee of the Company or any of its
Subsidiaries (as the case may be) prior to such
transaction, (ii) non-competition agreements, (iii)
licenses or (iv) forbearances of any kind; provided,
however, that payments in respect of such officer's
or employee's Equity Securities of the Company shall
not constitute a Change of Control Payment if such
payments do not exceed the price per share of Common
Stock (adjusted to reflect any applicable exercise
price or the like) paid to Holders of Equity
Securities of the Company who are not employees.
2.2.5. Employee Incentive Securities. The current
definition is deleted and replaced with:
"Employee Incentive Securities" means and
includes (a) options exercisable for Class A Common
Stock, in an aggregate amount not in excess of
62,942 shares of Class A Common Stock (assuming the
full exercise of all such issued stock options
without regard to any restrictions or limitations on
exercise) issued or granted to LRW prior to the date
of this Agreement under the Wilson Option Agreement
or pursuant to a separate grant of options made to
LRW on December 21, 1994, (b) options exercisable
for Class A Common Stock, in an aggregate amount not
in excess of 34,374 shares of Class A Common Stock
(assuming the full exercise of all such stock
options without regard to any restrictions or
limitations on exercise) to which LRW may become
eligible after the date of this Agreement pursuant
to the Wilson Option Agreement, (c) options
exercisable for Class A Common Stock, in an
aggregate amount not in excess of 150,000 shares of
Class A Common Stock (assuming the full exercise of
all such stock options without regard to any
restrictions or limitations on exercise) granted to
LRW as of the date of this Agreement pursuant to the
1996 Equity Incentive Plan, (d) options exercisable
for
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Class A Common Stock, in an aggregate amount not in
excess of 414,783 shares of Class A Common Stock
(assuming the full exercise of all such issued stock
options without regard to any restrictions or
limitations on exercise) issued or granted to other
employees of Citadel prior to the date of the First
Amendment, (e) options exercisable for Class A
Common Stock, in an aggregate amount not in excess
of 236,578 shares of Class A Common Stock (assuming
the full exercise of all such stock options without
regard to any restrictions or limitations on
exercise) granted to other employees of Citadel as
of the date of the First Amendment pursuant to the
1996 Equity Incentive Plan, and (f) options
exercisable for Class A Common Stock, in an
aggregate amount not in excess of 146,165 shares of
Class A Common Stock (assuming the full exercise of
all such stock options without regard to any
restrictions or limitations on exercise) granted by
the Compensation Committee to LRW and/or by the
Board of Directors to other employees of Citadel
after the date of the First Amendment pursuant to
the 1996 Equity Incentive Plan.
2.2.6. Investor Stock. The current definition is
deleted and replaced with:
"Investor Stock" means (i) the Amended and Restated
BofA Warrants, (ii) Class B Common Stock held by the
BofA Co-Investors on the date hereof, (iii) Class B
Common Stock issued or issuable upon the exercise of
the Amended and Restated BofA Warrants, (iv) Class A
Common Stock issued or issuable upon the conversion
of Class B Common Stock described in clause (ii) or
clause (iii) above, (iv)(a) Series E Preferred Stock
held by Endeavour or by the Endeavour Co-Investors
on the date of the First Amendment, (iv)(b) Class A
Common Stock issued or issuable upon conversion of
any Series E Preferred Stock described in clause
(iv)(a) above, (v) Series A Preferred Stock held by
BFC on the date hereof, (vi) Class A Common Stock
issued or issuable upon the conversion of any Series
A Preferred Stock described in clause (v) above,
(vii) Series B Preferred Stock held by Oppenheimer
on the date of this Agreement, (viii) Class A Common
Stock issued or issuable upon the conversion of any
Series B Preferred Stock described in clause (viii)
above, (ix) the Shares, (x) Common Stock issued or
issuable upon the conversion of any Share, (xi)
Common Stock issued or issuable upon the conversion
or exchange of any Common Stock described in clause
(x) above or this clause (xi), (xii) Facility A
Notes Conversion Stock, and (xiii) Equity Securities
of the Company issued or issuable with respect to
any Equity Securities referred to in any of clauses
(i) through (xii) above or this clause (xii) by way
of any stock dividend or stock split, or in
connection with a combination or exchange of shares,
recapitalization, merger, consolidation,
reorganization or otherwise. As to any particular
securities constituting Investor Stock, such
securities shall continue to constitute Investor
Stock in the hands of any permitted transferee
thereof, but will cease to constitute Investor Stock
when they have been disposed of in a Public Sale.
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2.2.7. Investors. The current definition is deleted
and replaced with:
"Investors" means ABRY, ABRY/CIP, the Existing
Investors, Endeavour and the Endeavour Co-Investors,
and their respective heirs, personal
representatives, successors and assigns.
2.2.8. Registration Rights Agreement. The current
definition is deleted and replaced with:
"Registration Rights Agreement" shall mean the Third
Amended and Restated Stockholders Agreement dated as
of June 28, 1996 among the Corporation and the
persons signatory thereto, as amended as of December
31, 1996.
2.2.9. Stockholders Agreement. The current
definition is deleted and replaced with:
"Stockholders Agreement" shall mean the Second
Amended and Restated Stockholders Agreement dated as
of June 28, 1996 among the Corporation and the
persons signatory thereto, as amended as of December
31, 1996.
2.2.10. Voting Agreement. The current definition is
deleted and replaced with:
"Voting Agreement" shall mean the Second Amended and
Restated Voting Agreement dated as of December 31,
1996.
2.3. Equity Securities of the Company. Section 8.c. of the
Securities Purchase and Exchange Agreement is amended by adding the
following at the end of Section 8.c:
c.1 Equity Securities of the Company Upon Closing of the
Merger Agreement. As of the Closing (as that term is defined in the
Merger Agreement) and immediately thereafter, the authorized Equity
Securities of the Company will consist of (a) 27,553,504 shares of
Common Stock, (i) of which (A) 15,396,571 shares are voting shares of
Class A Common Stock, (B) 156,933 shares are non-voting shares of
Class B Common Stock, and (C) 12,000,000 shares are non-voting shares
of Class C Common Stock, and (ii) of which 971,208 shares of Class A
Common Stock, 18,831.954 shares of Class B Common Stock and 74,488
shares of Class C Common Stock will be issued and outstanding, and (b)
25,249,930 shares of Preferred Stock, of which (v) 750,000 shares will
have been designated as the Company's Series A Preferred Stock, of
which 746,411.86 shares will be issued and outstanding, (w) 17,201
shares will have been designated as the Company's Series B Preferred
Stock, of which 17,200.724 shares will be issued and outstanding, (x)
12,000,000 shares will have been designated as the Company's Series C
Preferred Stock, of which 1,656,019.934 shares will be issued and
outstanding, (y) 12,000,000 shares will have been designated as the
Company's Series D Preferred Stock, of which
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1,512,833.766 shares will be issued and outstanding, and (z) 482,729
shares will have been designated as the Company's Series E Preferred
Stock, of which 482,729 shares will be issued and outstanding.
Schedule 4 to the First Amendment lists the names of the beneficial
holders of all the outstanding shares of Class A Common Stock, Class B
Common Stock, Class C Common Stock, Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock
and Series E Preferred Stock as of the date of the First Amendment.
Such issued and outstanding shares of Class A Common Stock, Class B
Common Stock, Class C Common Stock, Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock
and Series E Preferred Stock will be, as of the date of the First
Amendment and immediately thereafter, duly authorized, validly issued,
fully paid and nonassessable. As of the date of the First Amendment
and immediately thereafter, neither the Company, Citadel nor DAC will
have outstanding any stock or securities convertible or exchangeable
for any shares of its Equity Securities, except for the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock and Series E Preferred Stock, each of which
is convertible into Common Stock, the Series C Preferred Stock, which
is convertible into Series D Preferred Stock, the Series D Preferred
Stock, which is convertible into Series C Preferred Stock, the Class B
Common Stock and the Class C Common Stock, which are convertible into
Class A Common Stock, the BofA Warrants, which are exercisable for
shares of Class B Common Stock, the Facility A Notes issued in
connection with the Closing Advance, and Employee Incentive Securities
which are exercisable for Class A Common Stock.
As of the Closing (as that term is defined in the Merger
Agreement), neither the Company, Citadel nor DAC shall be subject to
any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any of its Equity Securities, except as expressly
provided in the Stockholders Agreement, as amended as of the date of
the First Amendment.
As of the Closing (as that term is defined in the Merger
Agreement), no holder of Equity Securities or any other security of
the Company, Citadel or DAC and no other Person is entitled to any
preemptive right, right of first refusal or similar right as a result
of the issuance and sale of the Shares and the issuance of Investor
Stock, except for certain preemptive rights of the Original Investors
in connection with the issuance of the Endeavour Stock that are
enumerated in Section 2 of the Stockholders Agreement, which have been
waived. Except for the Stockholders Agreement, the Voting Agreement,
the BofA Proxy, the Endeavour Proxy, the options previously granted to
employees of Citadel, the Wilson Stock Options, the 1996 Equity
Incentive Plan and options granted pursuant to the Deschutes Option
Exchange Agreements, there are no agreements, arrangements or trusts
between or for the benefit of the Company's or any Subsidiary's
stockholders with respect to the voting or transfer of the Company's
or such Subsidiary's Equity Securities or with respect to any other
aspect of the Company's or such Subsidiary's affairs. Neither the
Company, Citadel nor DAC have violated any applicable federal or state
securities laws in connection with the offer, sale or issuance of any
of its Equity Securities.
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The Common Stock and Preferred Stock of the Company, when
issued pursuant to the terms of this Agreement and pursuant to the
terms of the Merger Agreement, will have the rights, preferences, and
privileges specified in the Sixth Amended and Restated Certificate of
Incorporation and will be free and clear of all Liens and
restrictions, other than Liens that might have been created or
suffered solely by the Holders thereof, and restrictions on transfer
imposed by the Securities Act or applicable state securities laws.
The Investor Stock is duly authorized and has been reserved
for issuance upon conversion of the Investor Stock and the Facility A
Notes, and when issued upon such conversion in accordance with the
terms of the Sixth Amended and Restated Certificate of Incorporation,
or the Facility A Notes, as the case may be, will be duly authorized,
validly issued, fully paid and nonassessable, and free and clear of
all Liens and restrictions, other than Liens that might have been
created or suffered solely by the Holders thereof.
3. Representations and Warranties by Company and Citadel. Each of the
Company and Citadel remakes each of the representations and warranties
contained in Section 8 of the Securities Purchase and Exchange Agreement, as
amended by this First Amendment, to the Investors as of the date hereof.
4. Representations, Warranties and Covenants of the Investors. Each of
Endeavour and the Endeavour Co-Investors on behalf of himself, herself or
itself, severally and not jointly, makes each of the representations,
warranties and covenants contained in Section 9.a of the Securities Purchase
and Exchange Agreement, as amended by this First Amendment, to and with the
Company as of the date hereof. For purposes of the representations made by
Endeavour and the Endeavour Co-Investors pursuant to Section 9.a of the
Securities Purchase and Exchange Agreement and this Section 4 the term
"Agreement" shall mean this First Amendment and the term "Other Documents"
shall mean the Merger Agreement and the other agreements contemplated by the
Merger Agreement. Endeavour hereby certifies that it is an accredited investor,
as that term is defined in Regulation D, Section 501 of the Securities Act.
Each of the Endeavour Co-Investors represents and warrants that he or she is
sophisticated in financial matters and is able to evaluate the risks and
benefits of the Endeavour Investor Stock being acquired. Each of Endeavour and
the Endeavour Co-Investors understands that the Endeavour Investor Stock is
being delivered in reliance on exemptions from the registration requirements of
federal and state securities laws and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements, and
acknowledgments of Endeavour and the Endeavour Co-Investors set forth herein to
determine each such Investor's suitability to acquire the Endeavour Investor
Stock. Each of Endeavour and the Endeavour Co-Investors is acquiring the
Endeavour Investor Stock for such Investor's own accounts without a view to
public distribution and, except as contemplated by this Agreement, the Other
Documents and the Sixth Amended and Restated Certificate of Incorporation, such
Investor has no contract, undertaking, agreement or arrangement to transfer,
sell or otherwise dispose of any Endeavour Investor Stock or any interest
therein to any Person.
5. Schedules. Schedules 4 through 13 of the schedules to the
Securities Purchase and Exchange Agreement, as amended as of the date hereof,
are attached to this First Amendment as Schedules 4 through 13. Each of the
Company, Citadel and DAC represent and warrant that the information contained
in Schedules 4 through 13 is complete and accurate. Each of Endeavour
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and the Endeavour Co-Investors represent and warrant that, other than
Deschutes, he/she/it does not own in excess of 5 percent (5%) of the voting
stock in, or serve as an officer or director of, any company engaged in the
ownership or operation of one or more radio stations, television stations or
daily newspapers, or serve as a general partner in any partnership engaged in
the ownership or operation of one or more radio stations, television stations
or daily newspapers.
6. Notice. All notices and other communications provided for or
permitted under the Registration Rights Agreement shall be made pursuant to
Section 12(d) thereof to Endeavour and the Endeavour Co-Investors at the
following initial addresses:
To Endeavour: The Endeavour Capital Fund Limited Partnership
4380 SW Macadam
Suite 460
Portland, Oregon 97201
Attn: John von Schlegell
Facsimile: (503) 223-1384
With copy to: Stephen E. Babson, Esq.
Stoel Rives, LLP
900 S.W. Fifth Avenue
Suite 2300
Portland, Oregon 97204
Facsimile: (503) 220-2480
To Endeavour
Co-Investors: The Endeavour Capital Fund Limited Partnership
4380 SW Macadam
Suite 460
Portland, Oregon 97201
Attn: John von Schlegell
Facsimile: (503) 223-1384
With copy to: Stephen E. Babson, Esq.
Stoel Rives, LLP
900 S.W. Fifth Avenue
Suite 2300
Portland, Oregon 97204
Facsimile: (503) 220-2480
To DAC: The same addresses listed for the
Company and Citadel in Section 13.c.ii of
the Securities Purchase and Exchange
Agreement.
7. Incorporation of Recitals. The Recitals set forth in this First
Amendment are incorporated herein.
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8. Choice of Law. It is the intention of the parties that the internal
laws, and not the laws of conflicts, of Arizona should govern the
enforceability and validity of this First Amendment, the construction of its
terms and the interpretation of the rights and duties of the parties; provided,
however, that the laws of the State of Nevada shall govern the relationship
between the Company and its stockholders.
5. Counterparts. This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
6. Fees and Expenses. The Company shall pay the reasonable legal fees
and expenses of the Investors (excluding Endeavour and the Endeavour
Co-Investors) incurred in the preparation of this First Amendment, review of
the documents and agreements in connection with the transactions described in
the Recital hereof and the preparation of additional documents and agreements
related to such transactions.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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[SIGNATURE PAGE FOR FIRST AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
CITADEL COMMUNICATIONS CORPORATION
By /s/ Lawrence R. Wilson
----------------------------
Its
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ABRY BROADCAST PARTNERS II, L.P.
By ABRY CAPITAL, L.P.
Its General partner
By ABRY HOLDINGS, INC.
Its General Partner
By /s/ Royce Yudkoff
-----------------------
Its
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ABRY/CITADEL INVESTMENT PARTNERS, L.P.
By ABRY CAPITAL, L.P.
-----------------------
Its General partner
By ABRY HOLDINGS, INC.
-----------------------
Its General Partner
By /s/ Royce Yudkoff
----------------------------
Its
----------------------------
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[SIGNATURE PAGE FOR FIRST AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
BAKER, FENTRESS & COMPANY
By /s/ Scott E. Smith
-----------------------------
Its Executive Vice President
--------------------------
OPPENHEIMER & CO., INC.
By
-------------------------------
Its
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BANK OF AMERICA ILLINOIS
By /s/ Robert F. Perille
------------------------------
Its
----------------------------
BOFA CO-INVESTORS:
*
---------------------------------
Christopher J. Perry
*
---------------------------------
Robert F. Perille
*
---------------------------------
M. Ann O'Brien
*
---------------------------------
Ford S. Bartholow
*
---------------------------------
Jeffrey M. Mann
*
---------------------------------
Matthew W. Clary
*
---------------------------------
Sheryl E. Bartol
*
---------------------------------
Andrea P. Joselit
* By: /s/ Robert F. Perille
----------------------------
Name:
Attorney-In-Fact
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[SIGNATURE PAGE FOR FIRST AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
ENDEAVOUR:
THE ENDEAVOUR CAPITAL FUND LIMITED
PARTNERSHIP
By DVS Management, Inc.
Its General Partner
By /s/ John W. Dixon
------------------------
Its Chairman
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ENDEAVOUR CO-INVESTORS:
/s/ Joseph P. Tennant
--------------------------------
Joseph P. Tennant
THE SCHAFBUCH FAMILY TRUST u/a/d 2-15-94
By: /s/ Richard M. Schafbuch
-------------------------
Richard M. Schafbuch, Trustee
By: /s/ Susan P. Schafbuch
-------------------------
Susan P. Schafbuch, Trustee
BABSON CAPITAL PARTNERS LIMITED
PARTNERSHIP
By /s/ Stephen E. Babson
-------------------------
Its General Partner
-----------------------
/s/ Tal Johnson
-------------------------
Tal Johnson
/s/ Edward T. Hardy
-------------------------
Edward T. Hardy
/s/ Ralph W. McKee
-------------------------
Ralph W. McKee
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EXHIBIT A
(To First Amendment to Securities Purchase and Exchange Agreement)
FORM OF
DESCHUTES OPTION EXCHANGE AGREEMENT
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LIST OF SCHEDULES
(To First Amendment to Securities Purchase and Exchange Agreement
As of December 31, 1996)
Schedule 4 - Capitalization
Schedule 5 - Delivery of Documents
Schedule 6 - Indebtedness
Schedule 7 - Litigation
Schedule 8 - Interested Party Transactions
Schedule 9 - Licenses and Permits
Schedule 10 - Insurance
Schedule 11 - Employee Benefits
Schedule 12 - Tax Matters
Schedule 13 - Pending Acquisitions
[Pursuant to Regulation S-K, Item 601(b)(2), Registrant agrees to furnish
supplementally a copy of these schedules or exhibits to the Securities Exchange
Commission upon request.]