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Exhibit 10.22
FIFTEENTH AMENDMENT TO LOAN INSTRUMENTS
THIS FIFTEENTH AMENDMENT TO LOAN INSTRUMENTS (this "Fifteenth
Amendment"), dated as of March 17, 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 Citywide Communications, Inc.
used in the operation of radio stations KQXL-FM, WXOK(AM), WEMX-FM, WKJN-FM,
WIBR(AM), KFXZ-FM, KNEK-FM, KNEK(AM) and KRRQ-FM (the "Fifteenth Amendment
Acquisition"). Lenders have agreed to give such consent, subject to the
execution of this Fifteenth 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 Fifteenth Amendment Acquisition. Based on
the attached Schedule 1, Lenders hereby consent to the Fifteenth Amendment
Acquisition, subject to the satisfaction of the conditions contained in this
Fifteenth 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
Fifteenth 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 Fifteenth
Amendment Acquisition and (ii) the Exhibit Amendments applicable to the
Fifteenth Amendment Acquisition shall be deemed to be part of the
applicable Loan Instrument.
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2.2 USE AGREEMENT. Upon the consummation of the Fifteenth
Amendment Acquisition, 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 Fifteenth Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Fifteenth Amendment shall not
become effective with respect to the Fifteenth 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 Fifteenth Amendment Acquisition 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 Fifteenth Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Fifteenth 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 Fifteenth 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 Fifteenth 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 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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Name: Donna L. Heffner
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Title: Vice President/Chief Financial Officer
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FINOVA CAPITAL CORPORATION, a Delaware corporation,
individually and as Agent
By: /s/ Andrew J. Pluta
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Name: Andrew J. Pluta
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Title: Vice President
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BANKBOSTON, N.A.
By: /s/ Daniel M. Kortick
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Name: Daniel M. Kortick
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Title: Director
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NATIONSBANK OF TEXAS, N.A.
By: /s/ Roselyn Drake
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Name: Roselyn Drake
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Title: Vice President
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THE BANK OF NEW YORK
By: /s/ Geoffrey C. Brooks
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Name: Geoffrey C. Brooks
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Title: Vice President
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Sonia L. Isaacs
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Name: Sonia L. Isaacs
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Title: Vice President
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