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Exhibit 10.1
NINETEENTH AMENDMENT TO LOAN INSTRUMENTS
THIS NINETEENTH AMENDMENT TO LOAN INSTRUMENTS (this "Nineteenth
Amendment"), dated as of August 31, 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 CBC of the capital stock of Fuller-Jeffrey Broadcasting Companies, Inc., a
Maine corporation, which company owns the Property and FCC Licenses relating to
radio stations WBLM (FM), licensed to Portland, Maine, WCCY (FM), licensed to
Biddeford, Maine, WCYI (FM), licensed to Lewiston, Maine, WOKQ (FM), licensed to
Dover, New Hampshire, WPKQ (FM), licensed to Berlin, New Hampshire, WXBB (FM),
licensed to Kittery, Maine, WXBP (FM), licensed to Hampton, New Hampshire, WHOM
(FM), licensed to Mt. Washington, New Hampshire, WJBQ (FM), licensed to
Portland, Maine, WCLZ (FM), licensed to Brunswick, Maine (the "Nineteenth
Amendment Acquisition").
C. Lenders have agreed to give such consent, subject to the execution
of this Nineteenth 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 and warrant that (i) attached hereto as Schedule 1 is a true and
correct calculation of the Adjusted Leverage Ratio after giving effect to the
Nineteenth Amendment Acquisition, (ii) after giving effect to the Nineteenth
Amendment Acquisition, Borrowers shall be in compliance with the requirements
set forth in subsection 4.3.4 of the Loan Agreement and (iii) the FCC has issued
initial orders approving the transfer of all FCC Licenses to be transferred to
CLI in connection with the Nineteenth Amendment Acquisition. Lenders hereby
consent to the Nineteenth Amendment Acquisition, notwithstanding that such
initial orders are not final as of the closing of the Nineteenth Amendment
Acquisition, provided that (i) the conditions contained in Section 4.3 of the
Loan Agreement are satisfied, (ii) as of the closing of the Nineteenth Amendment
Acquisition, such initial orders are in full force and effect and no objections
have been filed against such initial orders and (iii) the execution and delivery
to Agent of an Unwind Agreement in a form reasonably satisfactory to the Agent.
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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
Nineteenth 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 Nineteenth
Amendment Acquisition and (ii) the Exhibit Amendments applicable to the
Nineteenth Amendment Acquisition shall be deemed to be part of the
applicable Loan Instrument.
2.2 USE AGREEMENT. Upon the consummation of the Nineteenth
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 Nineteenth Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Nineteenth Amendment shall not
become effective with respect to the Nineteenth 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 Nineteenth Amendment Acquisition in a manner
satisfactory to Agent.
4. CONSENT. The Nineteenth Amendment Acquisition provides that the
parties thereto will consummate the transactions contemplated thereby upon
initial orders issued by the FCC, without the need for such orders to become
"final." Agent and Lenders hereby consent to the consummation by Borrowers of
the Nineteenth Amendment Acquisition notwithstanding that the applicable FCC
orders are not "final" as of the date hereof.
5. 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 Nineteenth Amendment.
6. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Nineteenth 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.
7. CONFIRMATION OF EFFECTIVENESS. Guarantor hereby consents to the
execution of this Nineteenth 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.
8. COUNTERPARTS. This Nineteenth 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/ Lawrence R. Wilson
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Name: Lawrence R. Wilson
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Title: CEO of CBC, CLI and CCC
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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/ Robert F. Milordi
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Name: Robert F. Milordi
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Title: Managing Director
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BANK OF AMERICA, N.A.
By:
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Name:
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Title:
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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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(Signatures continued on next page)
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Lena M. Bryant
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Name: Lena M. Bryant
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Title: Vice President
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