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Exhibit 10.16
FOURTH AMENDMENT TO
SECURITIES PURCHASE AND EXCHANGE AGREEMENT
This FOURTH AMENDMENT TO SECURITIES PURCHASE AND EXCHANGE AGREEMENT (this
"Fourth Amendment") is made as of October 15, 1997 by and among CITADEL
COMMUNICATIONS CORPORATION, a Nevada corporation (the "Company"); CITADEL
BROADCASTING COMPANY, a Nevada corporation ("Citadel"); 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 NATIONAL TRUST AND SAVINGS
ASSOCIATION, as successor by merger to Bank of America Illinois, which was
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"); 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"); PHILIP J. URSO ("Urso"); PHILLIP
NORTON, RICHARD POHOLEK, KAREN KUTNIEWSKI, PAT BOWEN, TOM JENKINS, JULIET RICE,
JEFF THOMPSON, M. LINDA URSO and MARK URSO (collectively, the "Urso
Co-Investors"); and TED L. SNIDER, SR. ("T. Snider"); JANE J. SNIDER ("J.
Snider"), TED L. SNIDER, JR. ("D. Snider"), and CALVIN G. ARNOLD ("Arnold",
and collectively with T. Snider, J. Snider and D. Snider, the "Snider
Co-Investors").
RECITALS
A. As of June 28, 1996, certain parties to this agreement entered into
that certain Securities Purchase and Exchange Agreement, as amended by the
First Amendment thereto dated as of December 31, 1996, the Second Amendment
thereto dated as of March 17, 1997 and the Third Amendment thereto dated as of
September 26, 1997 (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. The parties to this Agreement have agreed to make certain changes to
this Agreement, and, in this light, desire to amend this Agreement.
C. The Snider Co-Investors are the respective sole owners of all of the
outstanding stock of Snider Corporation, an Arkansas corporation (owned by T.
Snider and
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J. Snider), and of Snider Broadcasting Corporation, an Arkansas corporation
(owned by D. Snider and Arnold) (such corporations, collectively, the "Snider
Entities"). As of June 2, 1997, the Company and Citadel entered into Merger
Agreements with the respective Snider Entities and their respective
shareholders (the "Merger Agreements"). Pursuant to the Merger Agreements, each
of the Snider Entities will merge with Citadel, with Citadel to be the
surviving corporation. In consideration of such mergers, the Snider
Co-Investors will receive Series G Preferred Stock.
D. In order to induce the Snider Co-Investors to consummate the
transactions contemplated by the Merger Agreements, the parties to this Fourth
Amendment wish to amend the Securities Purchase and Exchange Agreement to (i)
grant the Snider Co-Investors all of the rights (and make the Snider
Co-Investors subject to all of the obligations) as Investors under the
Securities Purchase and Exchange Agreement and (ii) make the Snider
Co-Investors parties to the Securities Purchase and Exchange Agreement.
E. In connection with the transactions contemplated by the Merger
Agreements, the Company, the Snider Co-Investors, and certain other parties
have also agreed to enter into the following agreements, each of even date:
that certain Third Amendment to Third Amended and Restated Registration Rights
Agreement; that certain Fourth Amendment to Second Amended and Restated
Stockholders Agreement; and that certain Fourth Amended and Restated Voting
Agreement (together with this Fourth Amendment, the Merger Agreements, 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 Third Amendment agree as follows:
1. Consents.
1.1. Each of the parties hereto hereby consents to this Fourth
Amendment and the inclusion of the Snider Co-Investors as "Investors"
under the Securities Purchase and Exchange Agreement pursuant to the terms
and conditions of this Fourth Amendment.
1.2. ABRY and ABRY/CIP, in their capacities as the beneficial owners
of all of the Series D Preferred Stock, each grants a Consent to the
Contemplated Transactions pursuant to Section 11 of the Securities
Purchase and Exchange Agreement. Specifically, ABRY and ABRY/CIP Consent:
1.2.1. Under Section 11(b) of the Securities Purchase and Exchange
Agreement, to the acquisition of radio stations in the Merger Agreements,
and in the related Asset Purchase Agreement dated June 2, 1997 between
Citadel, CDB Broadcasting Corporation and CDB License Corporation (the
"Snider Asset Agreement"), and to the acquisition of real estate in the
related Real
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Estate Purchase Agreement dated June 2, 1997 between Citadel and T.
Snider and J. Snider (collectively with the Merger Agreements and the
Snider Asset Agreement, the "Snider Agreements");
1.2.2. Under Section 11(c) of the Securities Purchase and
Exchange Agreement, to the issuance of the Series G Preferred Stock
in connection with the Contemplated Transactions; and
1.2.3. Under Section 11(f) of the Securities Purchase and
Exchange Agreement, to the amendment of the FINOVA Credit Agreement
to reflect the Contemplated Transactions.
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. "Fourth Amendment" shall mean that Fourth Amendment to
this Agreement dated as of October 15, 1997 among Endeavour, the
Endeavour Co-Investors, Urso, the Urso Co-Investors, the Snider
Co-Investors and the Original Investors.
2.1.2. "Snider Co-Investors" shall mean and refer, individually
and collectively, to those individuals who are designated on the
Signature Pages to the Fourth Amendment as the "Snider Co-Investors."
2.1.3. "Snider Stock" means (i) Series G Preferred Stock held by
the Snider Co-Investors on the date of the Fourth Amendment, (ii)
Class A Common Stock issued or issuable upon conversion of any Series
G Preferred Stock described in clause (i) above, and (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.
2.2. 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 Amended and Restated Loan
Agreement by and between Citadel, Citadel License Inc., FINOVA
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and certain other Lenders (as that term is defined therein), dated as
of July 3, 1997, as amended by First Amendment to Loan Instruments
dated as of July 15, 1997, Second Amendment to Loan Instruments dated
as of September 26, 1997, and Third Amendment to Loan Instruments
dated as of October 15, 1997.
2.2.2. 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, (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 (vii) above, (ix) the Shares, (x) Preferred
Stock or Common Stock issued or issuable upon the conversion of
any Share, (xi) Common Stock issued or issuable upon the
conversion or exchange of any Preferred Stock or Common Stock
described in clause (x) above or this clause (xi), (xii) Series E
Preferred Stock held by Endeavour or by the Endeavour Co-
Investors on the date of the First Amendment, (xiii) Class A
Common Stock issued or issuable upon conversion of any Series E
Preferred Stock described in clause (xii) above, (xiv) Series F
Preferred Stock held by Urso or by the Urso Co-Investors on the
date of the Third Amendment, (xv) Class A Common Stock issued or
issuable upon conversion of any Series F Preferred Stock
described in clause (xiv) above, (xvi) Series G Preferred Stock
held by the Snider Co-Investors on the date of the Fourth
Amendment, (xvii) Class A Common Stock issued or issuable upon
conversion of any Series G Preferred Stock described in clause
(xvi) above, and (xviii) Equity Securities of the Company issued
or issuable with respect to any Equity Securities referred to in
any of clauses (i) through (xvii) above or this clause (xviii) 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
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thereof, but will cease to constitute Investor Stock when they
have been disposed of in a Public Sale.
2.2.3. Investors. The current definition is deleted and replaced
with:
"Investors" means ABRY, ABRY/CIP, the Existing Investors,
Endeavour, the Endeavour Co-Investors, Urso, the Urso
Co-Investors, the Snider Co-Investors and their respective heirs,
personal representatives, successors and assigns.
2.2.4. Qualified Public Offering. The current definition is
deleted and replaced with:
"Qualified Public Offering" means the closing of the issuance and
sale of Common Stock in an underwritten public offering which is
registered pursuant to the Securities Act and which results in
the receipt by the Company of cash proceeds of at least
$25,000,000 (net of applicable commissions, discounts and
expenses) and in which the offering price per share to the public
(without reduction for discounts, commissions or other charges or
expenses) is consistent with a fully-distributed equity valuation
of the Company which is not less than the result obtained by
multiplying 10.5 by the Company's consolidated pro forma cash
flow for the four quarters following such closing (as determined
in good faith by the Board).
2.2.5. Registration Rights Agreement. The current definition is
deleted and replaced with:
"Registration Rights Agreement" shall mean the Third Amended and
Restated Registration Rights Agreement dated as of June 28, 1996
among the Corporation and the persons signatory thereto, as
amended as of December 31, 1996, September 26, 1997 and the date
of the Fourth Amendment.
2.2.6. 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, March 17, 1997, September 26, 1997 and the
date of the Fourth Amendment.
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2.2.7. Voting Agreement. The current definition is deleted and
replaced with:
"Voting Agreement" shall mean the Fourth Amended and Restated
Voting Agreement dated as of the date of the Fourth Amendment.
"Voting Trust Agreement" shall mean the Amended and Restated
Voting Trust Agreement dated as of the date of the Fourth
Amendment.
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
Agreements. As of the consummation of the transactions contemplated
by the Merger Agreements (as that term is defined in the Fourth
Amendment) and immediately thereafter, the authorized Equity
Securities of the Company will consist of (a) 28,067,404 shares of
Common Stock, (i) of which (A) 15,910,471 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 977,127 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) 25,763,830 shares of Preferred Stock, of which (i) 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, (ii)
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, (iii) 12,000,000 shares will have been designated as the
Company's Series C Preferred Stock, of which 2,130,586.856 shares
will be issued and outstanding, (iv) 12,000,000 shares will have been
designated as the Company's Series D Preferred Stock, of which
1,038,266.844 shares will be issued and outstanding, (v) 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, (vi)
153,264 shares will have been designated as the Company's Series F
Preferred Stock, of which 153,264 shares will be issued and
outstanding, and (vii) 360,636 shares will have been designated as
the Company's Series G Preferred Stock, of which 360,636 shares will
be issued and outstanding. Schedule 4 to the Fourth 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, Series E Preferred Stock,
Series F Preferred Stock and Series G Preferred Stock as of the date
of the Fourth 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
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Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock will be, as of the date of the Fourth Amendment and
immediately thereafter, duly authorized, validly issued, fully paid
and nonassessable. As of the date of the Fourth Amendment and
immediately thereafter, neither the Company nor Citadel 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, Series E Preferred Stock, Series F
Preferred Stock and Series G 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, and Employee Incentive Securities
which are exercisable for Class A Common Stock.
As of the consummation of the transactions contemplated in the
Merger Agreements, neither the Company nor Citadel 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 Fourth Amendment.
As of the consummation of the transactions contemplated in the
Merger Agreements, no holder of Equity Securities or any other
security of the Company or Citadel 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, the
Urso Stock and the Snider Stock that are enumerated in Section 2 of
the Stockholders Agreement, which have been waived. Except for the
Stockholders Agreement, the Voting Agreement, the Voting Trust
Agreement, the BofA Proxy, the Endeavour Proxy, the Urso 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 nor Citadel has violated any applicable
federal or state securities laws in connection with the offer, sale
or issuance of any of its Equity Securities.
The Preferred Stock of the Company, when issued pursuant to the
terms of this Agreement and pursuant to the terms of the Merger
Agreements, will have the rights, preferences, and privileges
specified in the Seventh Amended and Restated Certificate of
Incorporation of the Company and will be free and clear of all Liens
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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 when issued upon
such conversion in accordance with the terms of the Seventh Amended
and Restated Certificate of Incorporation, 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.
2.4. Elimination of Certain Provisions. The Securities Purchase
and Exchange Agreement is amended by deleting Sections 10.b.ii.,
10.b.iii., 10.h, 10.i., and 11 in their entirety.
3. Acknowledgment. The parties to the Securities Purchase and
Exchange Agreement acknowledge that the Facility A Notes have been paid in
full, and that all provisions of the Securities Purchase and Exchange
Agreement relating thereto have become inapplicable.
4. Representations, Warranties and Covenants of the Investors. Each
of the Snider 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 Fourth Amendment, to and with the
Company as of the date hereof. For purposes of the representations made by
the Snider Co-Investors pursuant to Section 9.a of the Securities Purchase
and Exchange Agreement and this Section 4 the term "Agreement" shall mean
this Fourth Amendment and the term "Other Documents" shall mean the Merger
Agreements and the other agreements contemplated by the Merger Agreements.
T. Snider hereby certifies that he is an accredited investor, as that term
is defined in Regulation D, Section 501 of the Securities Act. Each of the
Snider 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 Investor Stock being acquired by him or her. Each of the
Snider Co-Investors understands that the Investor Stock being acquired by
him or her 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 the Snider Co-Investors set
forth herein to determine each such Investor's suitability to acquire the
Investor Stock being acquired by him or her. Each of the Snider
Co-Investors is acquiring the 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 Seventh Amended and
Restated Certificate of Incorporation, such Investor has no contract,
undertaking, agreement or arrangement to transfer, sell or otherwise
dispose of any Investor Stock or any interest therein to any Person.
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5. Schedule 14. Each of the Snider Co-Investors represents and
warrants that following the Contemplated Transactions to which he or she
is a party, except as set forth in Schedule 14 to the Securities Purchase
and Exchange Agreement, as amended as of the date hereof, attached to this
Fourth Amendment as Schedule 14, he or she 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. Each of the
Snider Co-Investors represents and warrants that the information contained
in Schedule 14 is complete and accurate.
6. Notice. All notices and other communications provided for or
permitted under the Securities Purchase and Exchange Agreement shall be
made pursuant to Section 12(d) thereof to the Snider Co-Investors at the
following initial addresses:
c/o Ted L. Snider, Sr.
571 Valley Club Circle
Little Rock, Arkansas 72212
Facsimile: (501) 225-8021
With copy to: Price C. Gardner, Esq.
Friday, Eldredge & Clark
2000 First Commercial Building
400 West Capitol Avenue
Little Rock, AR 72201-3493
Facsimile: (501) 376-2147
7. Incorporation of Recitals. The Recitals set forth in this Fourth
Amendment are incorporated herein.
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 Fourth 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.
9. Counterparts. This Fourth 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 Amendment to be
duly executed and delivered by their respective duly authorized officers
on the day and year first above written.
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[SIGNATURE PAGE FOR FOURTH AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
CITADEL COMMUNICATIONS
CORPORATION
By /s/ DONNA L. HEFFNER
----------------------------------
Its Vice President
----------------------------------
CITADEL BROADCASTING COMPANY
By /s/ DONNA L. HEFFNER
----------------------------------
Its Vice President
----------------------------------
ABRY BROADCAST PARTNERS II, L.P.
By ABRY CAPITAL, L.P.
Its General partner
By ABRY HOLDINGS, INC.
Its General Partner
By /s/ ANDREW BANKS
-----------------------------------
Its Attorney-in-Fact
----------------------------------
ABRY/CITADEL INVESTMENT PARTNERS,
L.P.
By ABRY CAPITAL, L.P.
Its General partner
By ABRY HOLDINGS, INC.
Its General Partner
By /s/ ANDREW BANKS
-----------------------------------
Its Attorney-in-Fact
-----------------------------------
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[SIGNATURE PAGE FOR FOURTH AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
BAKER, FENTRESS & COMPANY
By /s/ SCOTT E. SMITH
-----------------------------------
Its Executive Vice President
-----------------------------------
OPPENHEIMER & CO., INC.
By /s/ MATTHEW J. MARYLES
-----------------------------------
Its Managing Director
-----------------------------------
BANK OF AMERICA, NT&SA, a National Trust
and Savings Association
By /s/ ROBERT F. PERILLE
-----------------------------------
Its Managing Director
-----------------------------------
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: Robert F. Perille
Attorney-In-Fact
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[SIGNATURE PAGE FOR FOURTH AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
ENDEAVOUR:
THE ENDEAVOUR CAPITAL FUND LIMITED
PARTNERSHIP
By DVS Management, Inc.
Its General Partner
By /s/ JOHN VON SCHLEGELL
----------------------------------
Its President
------------------------------
ENDEAVOUR CO-INVESTORS:
*
----------------------------------------
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
*
----------------------------------------
Ralph W. McKee
*By: /s/ JOHN VON SCHLEGELL
-----------------------------------
Name: John von Schlegell
Attorney-In-Fact
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[SIGNATURE PAGE FOR FOURTH AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
URSO:
/s/ Philip J. Urso
------------------------------
Philip J. Urso
URSO CO-INVESTORS:
*
------------------------------
Phillip Norton
*
------------------------------
Richard Poholek
*
------------------------------
Karen Kutniewski
*
------------------------------
Pat Bowen
*
------------------------------
Tom Jenkins
*
------------------------------
Juliet Rice
*
------------------------------
Jeff Thompson
*
------------------------------
M. Linda Urso
*
------------------------------
Mark Urso
* By: /s/ Philip J. Urso
------------------------
Name: Philip J. Urso
Attorney-In-Fact
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[SIGNATURE PAGE FOR FOURTH AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
SNIDER CO-INVESTORS:
/s/ Ted L. Snider, Sr.
---------------------------------
Ted L. Snider, Sr.
/s/ Jane J. Snider
---------------------------------
Jane J. Snider
/s/ Ted L. Snider, Jr.
---------------------------------
Ted L. Snider, Jr.
/s/ Calvin G. Arnold
---------------------------------
Calvin G. Arnold
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LIST OF SCHEDULES
(To Fourth Amendment to Securities Purchase and Exchange Agreement As of
October 15, 1997)
Schedule 4 - Capitalization
Schedule 14 - Investor Ownership of Media Interests
[Pursuant to Regulation S-K, Item 601(b)(2), Registrant agrees to furnish
supplementally a copy of the Schedules to the Securities and Exchange
Commission upon request.]
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