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Exhibit 10.33
FOURTEENTH AMENDMENT TO LOAN INSTRUMENTS
THIS FOURTEENTH AMENDMENT TO LOAN INSTRUMENTS (this "Fourteenth
Amendment"), dated as of February 9, 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.
R E C I T A L S
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 (i) Zeve Broadcasting Company,
a Pennsylvania corporation, and H. Lincoln Zeve, an individual, used in the
operation of radio stations WHYL-FM and WHYL(AM), each licensed to Carlisle,
Pennsylvania (the "Zeve Acquisition") and (ii) 62nd Street Broadcasting of
Saginaw, L.L.C., a Delaware limited liability company, and 62nd Street
Broadcasting of Saginaw License, L.L.C., a Delaware limited liability company,
used in the operation of radio stations WKQZ-FM, licensed to Midland, Michigan,
WMJK-FM, licensed to Pinconning, Michigan, WIOG-FM, licensed to Bay City,
Michigan, WMJA(FM), WSGW(AM) and WGER-FM, each licensed to Saginaw, Michigan
(the "Saginaw Acquisition") (the Zeve Acquisition and the Saginaw Acquisition
hereinafter are referred to collectively as the "Fourteenth Amendment
Acquisitions"). Lenders have agreed to give such consent, subject to the
execution of this Fourteenth 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 Fourteenth Amendment Acquisitions. Based
on the attached Schedule 1, Lenders hereby consent to the Fourteenth Amendment
Acquisitions, subject to the satisfaction of the conditions contained in this
Fourteenth 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
Fourteenth Amendment Acquisitions (i) Borrowers shall deliver to Agent
amendments to the Exhibits
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attached to each Loan Instrument (the "Exhibit Amendments") which
require modification due to the Fourteenth Amendment Acquisitions and
(ii) the Exhibit Amendments applicable to the Fourteenth Amendment
Acquisitions shall be deemed to be part of the applicable Loan
Instrument.
2.2 USE AGREEMENT. Upon the consummation of the Fourteenth
Amendment Acquisitions, Borrowers shall deliver to Agent a Use
Agreement, in a form substantially similar to the Amended and Restated
Use Agreement, reflecting the use by CBC of the FCC Licenses acquired
in the Fourteenth Amendment Acquisitions.
3. CONDITIONS TO EFFECTIVENESS. This Fourteenth Amendment shall not
become effective with respect to the Fourteenth Amendment Acquisitions unless
and until all of the conditions set forth in Section 4.3 of the Loan Agreement
are satisfied with respect to the Fourteenth Amendment Acquisitions in a manner
satisfactory to Agent.
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 Fourteenth Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Fourteenth Amendment, each Obligor represents and warrants to
Lenders that the representations and warranties made by each 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 Fourteenth 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 Fourteenth 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.
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IN WITNESS WHEREOF, this Fourteenth 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:
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Donna L. Heffner
Vice President of each corporation
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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