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EXHIBIT 10.32
THIRTEENTH AMENDMENT TO LOAN INSTRUMENTS
THIS THIRTEENTH AMENDMENT TO LOAN INSTRUMENTS (this "Thirteenth
Amendment"), dated as of January 4, 1999, is among CITADEL BROADCASTING COMPANY,
CITADEL LICENSE, INC., CITADEL COMMUNICATIONS CORPORATION, each a Nevada
corporation, FINOVA CAPITAL CORPORATION, a Delaware corporation, in its
individual capacity and as Agent for all Lenders (this and all other capitalized
terms used but not elsewhere defined herein shall have the respective meanings
ascribed to such terms in the Loan Agreement described below, as amended), and
the Lenders which are parties hereto.
RECITALS
A. Borrowers, Agent and Lenders entered into an Amended and Restated
Loan Agreement dated as of July 3, 1997 (as amended to the date hereof, the
"Loan Agreement").
B. Borrowers have requested the consent of Lenders to the acquisition
by Borrowers of the Property and FCC Licenses of Fairview Communications, Inc.,
a Pennsylvania corporation, used in the operation of Station WBHT-FM, licensed
to Mountain Top, Pennsylvania (the "Thirteenth Amendment Acquisition"). Lenders
have agreed to give such consent, subject to the execution of this Thirteenth
Amendment and the performance of the terms and conditions set forth below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. CONSENT TO ACQUISITION AND TRANSFER OF FCC LICENSES. Borrowers
represent that attached hereto as SCHEDULE 1 is a true and correct calculation
of the Adjusted Leverage Ratio described in subsection 4.3.4 of the Loan
Agreement, after giving effect to the Thirteenth Amendment Acquisition. Based
on the attached SCHEDULE 1, Lenders hereby consent to the Thirteenth Amendment
Acquisition, subject to the satisfaction of the conditions contained in this
Thirteenth Amendment.
2. AMENDMENT TO LOAN INSTRUMENTS. The Loan Agreement and other Loan
Instruments are amended as follows:
2.1 EXHIBITS TO LOAN INSTRUMENTS. Upon the consummation of the
Thirteenth Amendment Acquisition (i) Borrowers shall deliver to Agent
amendments to the Exhibits attached to each Loan Instrument (the "Exhibit
Amendments") which require modification due to the Thirteenth Amendment
Acquisition and (ii) the Exhibit Amendments applicable to the Thirteenth
Amendment Acquisition shall be deemed to be part of the applicable Loan
Instrument.
2.2 USE AGREEMENT. Upon the consummation of the Thirteenth Amendment
Acquisition, Borrowers shall deliver to Agent a Use Agreement, in a form
substantially
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similar to the Amended and Restated Use Agreement, reflecting the use by
CBC of the FCC Licenses acquired in the Thirteenth Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Thirteenth Amendment shall not
become effective with respect to the Thirteenth Amendment Acquisition unless and
until all of the conditions set forth in Section 4.3 of the Loan Agreement are
satisfied with respect to the Thirteenth Amendment Acquisition in a manner
satisfactory to Agent as evidenced by a letter from Agent to CBC with respect
thereto.
4. FEES AND EXPENSES. Borrowers hereby agree to reimburse Lenders for
all reasonable fees and expenses incurred in connection with the consummation
of the transactions contemplated by this Thirteenth Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Thirteenth Amendment, each Obligor represents and warrants to
Lenders that the representations and warranties made by such Person in each of
the Loan Instruments to which such Person is a party, as such Loan Instruments
have been amended, are true and correct in all material respects as of the date
hereof, except to the extent such representations and warranties by their
nature relate to an earlier date.
6. CONFIRMATION OF EFFECTIVENESS. Guarantor hereby consents to the
execution of this Thirteenth Amendment. Each Obligor hereby agrees that each
Loan Instrument executed by such Person remains in full force and effect in
accordance with the original terms thereof as amended.
7. COUNTERPARTS. This Thirteenth Amendment may be executed in one or
more counterparts, each of which counterparts shall be deemed to be an
original, but all such counterparts when taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, this Thirteenth Amendment has been executed and
delivered by each of the parties hereto by a duly authorized officer of each
such party on the date first set forth above.
CITADEL BROADCASTING COMPANY,
CITADEL LICENSE, INC. and
CITADEL COMMUNICATIONS CORPORATION,
each a Nevada corporation
By: /s/ Donna L. Heffner
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Donna L. Heffner
Vice President of each corporation
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FINOVA CAPITAL CORPORATION, a Delaware
corporation, individually and as Agent
By:
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Name:
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Title:
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BANKBOSTON, N.A.
By:
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Name:
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Title:
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NATIONSBANK OF TEXAS, N.A.
By:
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Name:
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Title:
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THE BANK OF NEW YORK
By:
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Name:
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Title:
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UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
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Title:
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