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Exhibit 10.10
THIRD AMENDMENT TO
SECURITIES PURCHASE AND EXCHANGE AGREEMENT
This THIRD AMENDMENT TO SECURITIES PURCHASE AND EXCHANGE AGREEMENT
(this "Third Amendment") is made as of September 26, 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"); and
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").
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 and the Second Amendment
thereto dated as of March 17, 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. Urso and certain Urso Co-Investors are the sole owners of all of
the outstanding stock of Urso Major Broadcasting Company, a Rhode Island
corporation ("Urso Major"). As of June 6, 1997, the Company, Citadel, Urso
Major, Urso and certain Urso Co-Investors entered into that certain Merger
Agreement (the "Urso Major Merger Agreement"). Pursuant to the Urso Major
Merger Agreement, Urso Major and Citadel will merge, with Citadel to be the
surviving corporation. In consideration of the Urso Major Merger, Urso and
certain Urso Co-Investors will receive Series F Preferred Stock. Urso and
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certain Urso Co-Investors are the sole owners of all of the outstanding equity
interests in Bear Broadcasting Limited Liability Company, a Rhode Island
limited liability company ("Bear"). As of June 6, 1997, the Company, Citadel,
Bear, Urso and certain Urso Co- Investors entered into that certain Merger
Agreement (the "Bear Merger Agreement", and collectively with the Urso Major
Merger Agreement, the "Urso Merger Agreements"). Pursuant to the Bear Merger
Agreement, Bear and Citadel will merge, with Citadel to be the surviving
corporation. In consideration of the Bear Merger, Urso and certain Urso Co-
Investors will receive Series F Preferred Stock.
C. In order to induce Urso and the Urso Co-Investors to consummate the
transactions contemplated by the Urso Merger Agreements, the parties to this
Third Amendment wish to amend the Securities Purchase and Exchange Agreement to
(i) grant Urso and the Urso Co-Investors all of the rights (and make Urso and
the Urso Co-Investors subject to all of the obligations) as Investors under the
Securities Purchase and Exchange Agreement and (ii) make Urso and the Urso
Co-Investors parties to the Securities Purchase and Exchange Agreement.
D. In connection with the transactions contemplated by the Urso Merger
Agreements , the Company, Urso, the Urso 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 Third Amendment to Second Amended and Restated
Stockholders Agreement; that certain First Amendment to Third Amended and
Restated Voting Agreement; and that certain Security Holder Agreement (the
"Urso Proxy") ) (together with this Third Amendment, the Urso 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 Third
Amendment and the inclusion of Urso and the Urso Co-Investors as
"Investors" under the Securities Purchase and Exchange Agreement
pursuant to the terms and conditions of this Third 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:
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1.2.1. Under Section 11(b) of the Securities
Purchase and Exchange Agreement, to the acquisition of a
radio station in the Urso Merger Agreements and in that
certain Asset Purchase Agreement dated June 6, 1997 between
Citadel and Bear Broadcasting Company, in transactions which
do not qualify as Qualified Station Acquisitions;
1.2.2. Under Section 11(c) of the Securities
Purchase and Exchange Agreement, to the issuance
of the Series F Preferred Stock in connection with the
Contemplated Transactions;
1.2.3. Under Section 11(d) of the Securities
Purchase and Exchange Agreement, to the amendment of the
Amended and Restated Certificate of Incorporation in order to
designate the Series F Preferred Stock in connection with the
Contemplated Transactions, and to designate the Series G
Preferred Stock in connection with certain other transactions
entered into, but not yet consummated, by the Company and
Citadel with Snider Corporation, an Arkansas corporation, and
Snider Broadcasting Corporation, an Arkansas corporation; and
1.2.4. 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. "Series F Preferred Stock" shall mean the
Series F Convertible Preferred Stock of the Company,
par value $.001 per share.
2.1.2. "Series G Preferred Stock" shall mean the
Series G Convertible Preferred Stock of the Company,
par value $.001 per share.
2.1.3. "Third Amendment" shall mean that Third
Amendment to this Agreement dated as of September 26, 1997
among Endeavour, the Endeavour Co-Investors, Urso, the Urso
Co-Investors, and the Original Investors.
2.1.4. "Urso" shall mean and refer to Philip J. Urso.
2.1.5. "Urso Co-Investors" shall mean and refer,
individually and collectively, to those individuals
who are designated on the Signature Pages to the Third
Amendment as the "Urso Co-Investors."
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2.1.6. "Urso Proxy" means the Security Holder
Agreement dated as of September 26, 1997, by and among
Urso, the Urso Co-Investors, the Company and Citadel.
2.1.7. "Urso Stock" means (i) Series F Preferred
Stock held by Urso or by the Urso Co-Investors on the date of
the Third Amendment, (ii) Class A Common Stock issued or
issuable upon conversion of any Series F 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 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 and
Second Amendment to Loan Instruments dated as of
September __, 1997.
2.2.2. Seventh Amended and Restated Certificate of
Incorporation. The following definition is added:
"Seventh Amended and Restated Certificate of
Incorporation" means the Certificate of
Incorporation of the Company as amended and in
effect on the date of the Third Amendment
(immediately after the Seventh Amendment and
Restatement thereof).
2.2.3. 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)
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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) 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, and (xvi)
Equity Securities of the Company issued or issuable
with respect to any Equity Securities referred to in
any of clauses (i) through (xv) above or this clause
(xvi) 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.
2.2.4. 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, and their respective
heirs, personal representatives, successors and
assigns.
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, and as of the date of the Third
Amendment.
2.2.6. Stockholders Agreement. The current
definition is deleted and replaced with:
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"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 and the date of the Third
Amendment.
2.2.7. Voting Agreement. The current definition is
deleted and replaced with:
"Voting Agreement" shall mean the Third Amended and
Restated Voting Agreement dated as of December 31,
1996, as amended as of June __, 1997 and the date of
the Third 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 Urso
Merger Agreements. As of the consummation of the transactions
contemplated by the Urso Merger Agreements 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
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) 25,763,830 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
1,656,019.934 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 1,512,833.766 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 no
shares will be issued and outstanding. Schedule 4 to the Third
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, and Series F Preferred Stock as of the date of the
Third Amendment. Such issued and
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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, and Series F Preferred Stock will be, as of the date
of the Third Amendment and immediately thereafter, duly authorized,
validly issued, fully paid and nonassessable. As of the date of the
Third 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, and Series
F 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 Urso 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 Third Amendment.
As of the consummation of the transactions contemplated in
the Urso 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 and the Urso 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 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 Urso
Merger Agreements, will have the rights, preferences, and privileges
specified in the Seventh Amended and Restated
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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 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.
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 Third Amendment, to the Investors as of the date hereof.
4. Representations, Warranties and Covenants of the Investors.
Each of Urso and the Urso 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 Third Amendment, to and with the Company as of the
date hereof. For purposes of the representations made by Urso and the Urso
Co-Investors pursuant to Section 9.a of the Securities Purchase and Exchange
Agreement and this Section 4 the term "Agreement" shall mean this Third
Amendment and the term "Other Documents" shall mean the Urso Merger Agreements
and the other agreements contemplated by the Urso Merger Agreements. Urso 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 Urso 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 Urso and the Urso 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 Urso and the
Urso 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 Urso and the
Urso 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.
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
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Third Amendment as Schedules 4 through 13. Each of the Company and Citadel
represents and warrants that the information contained in Schedules 4 through
13 is complete and accurate. Each of Urso and the Urso 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 Third
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 Urso and the Urso 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 Urso and the Urso Co-Investors at the
following initial addresses:
Philip J. Urso
255 Quaker Lane
Suites 500-800
Warwick, RI 02893
Facsimile: (401) 821-2726
With copy to: M. Linda Urso, Esq.
Urso Liguori Urso
85 Beach Street
P.O. Box 1277
Westerly, RI 02891-0900
Facsimile: (401) 596-7963
7. Incorporation of Recitals. The Recitals set forth in this
Third 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 Third 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 Third 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.
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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 THIRD AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
CITADEL COMMUNICATIONS CORPORATION
By /s/ Lawrence R. Wilson
-------------------------------
Its President
CITADEL BROADCASTING COMPANY
By /s/ Lawrence R. Wilson
-------------------------------
Its 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 THIRD 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
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 THIRD 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 THIRD AMENDMENT TO SECURITIES
PURCHASE AND EXCHANGE AGREEMENT]
URSO:
/s/ Philip J. Urso
----------------------------------
Philip J. Urso
Address:
URSO CO-INVESTORS:
/s/ Phillip Norton
----------------------------------
Phillip Norton
/s/ Richard Poholek
----------------------------------
Richard Poholek
/s/ Karen Kutniewski
----------------------------------
Karen Kutniewski
/s/ Pat Bowen
----------------------------------
Pat Bowen
/s/ Tom Jenkins
----------------------------------
Tom Jenkins
/s/ Juliet Rice
----------------------------------
Juliet Rice
/s/ Jeff Thompson
----------------------------------
Jeff Thompson
/s/ M. Linda Urso
----------------------------------
M. Linda Urso
/s/ Mark Urso
----------------------------------
Mark Urso
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