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Exhibit 10.16
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED VOTING AGREEMENT
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENT is
dated as of June __, 1997 (the "Amendment"), and is entered into by and among
CITADEL COMMUNICATIONS CORPORATION, a Nevada corporation (the "Company"), ABRY
BROADCAST PARTNERS II, L.P., a Delaware limited partnership ("ABRY"), BAKER
FENTRESS & COMPANY, a Delaware corporation ("BFC"), FINOVA CAPITAL CORPORATION,
a Delaware corporation ("FINOVA"), OPPENHEIMER & CO., INC., a Delaware
corporation ("Oppenheimer"), THE ENDEAVOUR CAPITAL FUND LIMITED PARTNERSHIP, an
Oregon limited partnership ("Endeavour"), 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") and LAWRENCE R. WILSON ("LRW")
and CLAIRE WILSON.
RECITALS
A. As of March 17, 1997, the parties to this Amendment and certain
other persons entered into a Third Amended and Restated Voting Agreement (the
"Voting Agreement"). Each capitalized term which is used and not otherwise
defined in this Amendment and which is defined in the Voting Agreement has the
meaning which the Voting Agreement assigns to that term.
B. In connection with the anticipated offering and issuance by the
Company's wholly-owned subsidiary, Citadel Broadcasting Company, of certain
exchangeable preferred stock, the parties to this Amendment have agreed to make
certain changes to the terms of the Voting Agreement.
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 Amendment agree as follows:
1. AMENDMENTS.
1.1 Section 1 of the Voting Agreement is amended by adding
thereto the following defined terms and accompanying definitions:
"Citadel Broadcasting" means Citadel Broadcasting Company, a
Nevada corporation.
"Exchangeable Preferred Stock" means certain exchangeable
preferred stock of Citadel Broadcasting, as described in a certain "re-herring"
Offering Memorandum dated June 11, 1997.
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1.2 Section 2.1(c) of the Voting Agreement is hereby amended and
restated in its entirety as follows:
(c) the composition of the board of directors of each of the
Company's subsidiaries (a "Sub Board") will be the same as
that of the Board provided that, in addition to the
individuals who are then members of the Board, from time to
time as may be required by the articles or certificate of
incorporation of Citadel Broadcasting the members of the
board of directors of Citadel Broadcasting will also include
up to two individuals elected by the holders of Exchangeable
Preferred Stock as provided in such articles or certificate
of incorporation);
2. EFFECTIVENESS; CERTIFICATIONS. This Amendment shall be effective
when it has been executed and delivered by each of the Company, ABRY, BFC,
Endeavour and LRW. As a material inducement to each of the other parties hereto
to execute and deliver this Amendment: (a) ABRY certifies that it is the
beneficial owner of a majority of the Voting Trust Underlying Common Stock; (b)
BFC certifies that it is the holder of a majority of the BFC Underlying Common
Stock; and (c) Endeavour certifies that it is the holder of majority of the
Endeavour Underlying Common Stock.
3. CHOICE OF LAW. The General Corporation Law of the State of Nevada
will govern all issues concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Amendment will be governed by the internal law, and not
the law of conflicts, of the State of Illinois.
4. COUNTERPARTS. This 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.
IN WITNESS WHEREOF, the undersigned have caused this First 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 PAGES]
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[SIGNATURE PAGE FOR FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]
CITADEL COMMUNICATIONS CORPORATION
By /s/ Lawrence R. Wilson
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Its President
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/s/Lawrence R. Wilson
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Lawrence R. Wilson
/s/ Claire Wilson
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Claire Wilson
/s/ Christopher P. Hall
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Christopher Hall, as Trustee pursuant to the
Voting Trust Agreement referred to above
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[SIGNATURE PAGE FOR FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]
BAKER, FENTRESS & COMPANY
By /s/ Scott E. Smith
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Its Executive Vice President
-------------------------
OPPENHEIMER & CO., INC.
By /s/ Matthew Maryles
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Its Managing Director
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FINOVA CAPITAL CORPORATION
By /s/ Matthew M. Grey
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Its Group Vice President
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[SIGNATURE PAGE FOR FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED VOTING AGREEMENT]
ENDEAVOUR:
THE ENDEAVOUR CAPITAL FUND LIMITED PARTNERSHIP
By DVS Management, Inc., Its General Partner
By /s/ John E. von Schlegell
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Its President
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ENDEAVOUR CO-INVESTORS:
*
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Joseph P. Tennant
THE SCHAFBUCH FAMILY TRUST u/a/d 2-15-94
By: *
--------------------------------
Richard M. Schafbuch, Trustee
By: *
--------------------------------
Susan P. Schafbuch, Trustee
BABSON CAPITAL PARTNERS LIMITED PARTNERSHIP
By *
--------------------------------
Its ____________________________
*
--------------------------------
Tal Johnson
*
--------------------------------
Edward T. Hardy
*
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Ralph W. McKee
* By: /s/ John E. von Schlegell
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Name: John E. von Schlegell for DVS Management,
Inc. for The Endeavour Capital Fund
Limited Partnership
Attorney-In-Fact
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