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EXHIBIT 10.1
NINTH AMENDMENT TO LOAN INSTRUMENTS
THIS NINTH AMENDMENT TO LOAN INSTRUMENTS (this "Ninth Amendment"), dated
as of September 15, 1998, 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 defined below), and the Lenders which are parties
thereto.
RECITALS
A. Borrowers, Agent and Lenders entered into an Amended and Restated Loan
Agreement dated as of July 3, 1997 (such Amended and Restated Loan Agreement, as
amended to the date hereof, hereinafter is referred to as the "Loan Agreement").
B. Borrowers have requested that Lenders amend the Loan Agreement to
provide that Borrower may use the proceeds of Additional Loans to purchase
internet service providers.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. AMENDMENT TO LOAN INSTRUMENTS. The Loan Agreement and other Loan
Instruments are amended as follows:
1.1. SECTION 1.1 OF THE LOAN AGREEMENT. Section 1.1 of the Loan
Agreement is hereby amended by adding the following definitions in the
appropriate alphabetical order:
"ISP: a business in which the majority of its revenues arise
out of its activities as an internet service provider.
ISP Acquisition: an acquisition of either the Property of an
ISP or the capital stock or other equity interests of the Person or
Persons which own an ISP.
ISP Assets: all Property used in the operations of an ISP."
1.2. SECTION 1.1 OF THE LOAN AGREEMENT. Section 1.1 of the Loan
Agreement is hereby amended by deleting the following definitions
contained therein and substituting the following in lieu thereof:
"Acquisition: an Asset Acquisition, an Equity Acquisition or an
ISP Acquisition.
Acquisition Merger: an acquisition merger as defined in
subsection 4.3.1 or an ISP Acquisition Merger.
Asset Acquisition: an acquisition of Station Assets and the
related FCC Licenses, Related Business Assets or ISP Assets.
Disposition: any sale, lease, assignment, transfer or other
disposition of any Property by Borrowers of Station Assets and the
Related FCC Licenses, Related Business Assets or ISP Assets.
Equity Acquisition: an acquisition of the capital stock or
other equity interest of the Person or Persons which own Station
Assets and the related FCC Licenses, Related Business Assets or ISP
Assets.
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Permitted Acquisition: an Acquisition (i) after the
consummation of which the Adjusted Leverage Ratio will not exceed
the Applicable Ratio as calculated as of the last day of the most
recent month preceding the closing date of such Acquisition for
which Borrowers have delivered to Lenders the financial statements
and other information reasonably necessary to enable Lenders to make
such calculation, provided that such delivery shall occur not less
than 30 days prior to such closing date, (ii) if such Acquisition is
of a Related Business, the aggregate purchase price for such
Acquisitions and any prior Acquisitions of Related Business Assets
shall not exceed $5,000,000, (iii) if such Acquisition is of one or
more Stations, either directly or as a result of an Acquisition
Merger, such Acquisition or Acquisition Merger would not result in
more than 25% of the aggregate of the Operating Cash Flow of CBC
Stations to thereafter be derived from Small Markets, as determined
by Agent in its reasonable discretion, (iv) with respect to which
the conditions of Section 4.3 are satisfied, except in the case of
an Acquisition which is an ISP Acquisition, and (v) if such
Acquisition is an ISP Acquisition, the conditions of Section 4.5 are
satisfied and the aggregate purchase price for such ISP Acquisition
and all prior ISP Acquisitions shall not exceed $10,000,000."
1.3. SECTION 4.5 OF THE LOAN AGREEMENT. The Loan Agreement is hereby
amended by adding the following as Section 4.5:
"4.5. ISP ACQUISITION. The right of any Borrower to make an ISP
Acquisition, whether or not the proceeds of an Additional Loan are used to
consummate such ISP Acquisition, shall be subject to the satisfaction of
all of the following conditions in a manner satisfactory to the Required
Lenders:
4.5.1 CONSUMMATION OF ISP ACQUISITION. Prior or concurrently
with each Acquisition Closing, Agent shall have received evidence
that (ii) such ISP Acquisition is in accordance with the terms of
the applicable Acquisition Instruments, (ii) if such ISP Acquisition
is an Asset Acquisition, CBC will acquire concurrently with the ISP
Acquisition good and marketable title to all of the ISP Assets which
are being purchased pursuant to such Acquisition Instruments, free
and clear of all Liens and Indebtedness except Permitted Liens and
Indebtedness which CBC has agreed to assume or take subject to
pursuant to such Acquisition Instruments, subject to the limitations
set forth in Sections 7.1, 7.2 and 7.4, (iii) if such ISP
Acquisition is an Equity Acquisition, (A) the Property owned by the
Person which owns the capital stock or equity interest which are
subject to such ISP Acquisition shall be free and clear of all Liens
and Indebtedness, except such Liens and Indebtedness as CBC has
agreed to assume or take subject to pursuant to such Acquisition
Instruments, subject to the limitations set forth in Sections 7.1,
7.2 and 7.4, (B) the Required Lenders shall be reasonably satisfied
that adequate provision has been made to protect CBC against the
assumption of material undisclosed liabilities and (C)
simultaneously with the Acquisition Closing such Person is merged
into CBC with CBC being the surviving entity (an "ISP Acquisition
Merger") and (iv) any consent, authorization or approval which is
required from any Governmental Body or other Person as a condition
to the consummation of such ISP Acquisition, the failure to obtain
which would prevent the applicable Borrower from operating the ISP
which is the subject of such ISP Acquisition, has been obtained.
4.5.2 ISP ACQUISITIONS OVER $1,800,000. If the purchase price
of an ISP Acquisition is greater than $1,800,000, Borrower shall
have complied with the requirements set forth in Sections 4.3.2,
4.3.3, 4.3.4, 4.3.5, 4.3.7, 4.3.8, 4.3.9, 4.3.11, 4.3.12 and 4.3.13.
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4.5.3 ISP ACQUISITIONS $1,800,000 OR LESS. If the purchase
price for an ISP Acquisition is less than $1,800,000, Borrower shall
be required to comply with Sections 4.3.4, 4.3.7, 4.3.8, 4.3.11,
4.3.12 and 4.3.13."
2. CONDITIONS TO EFFECTIVENESS. This Ninth Amendment shall not become
effective with respect unless and until Borrowers shall have paid to Agent a
non-refundable amendment fee of $30,000.
3. 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 Ninth Amendment.
4. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to execute
this Ninth 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 and
shall be true and correct on the date hereof, except to the extent such
representations and warranties by their nature relate to an earlier date.
5. CONFIRMATION OF EFFECTIVENESS. Guarantor hereby consents to the
execution of this Ninth 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.
6. COUNTERPARTS. This Ninth 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 Ninth 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:__________________________________________
Donna L. Heffner
Vice President of each corporation
FINOVA CAPITAL CORPORATION, a Delaware
corporation, individually and as Agent
By:__________________________________________
Name:________________________________________
Title:_________________________________________
BANKBOSTON, N.A.
By:__________________________________________
Name:________________________________________
Title:_________________________________________
NATIONSBANK OF TEXAS, N.A.
By:__________________________________________
Name:________________________________________
Title:_________________________________________
THE BANK OF NEW YORK
By:__________________________________________
Name:________________________________________
Title:_________________________________________
UNION BANK OF CALIFORNIA, N.A.
By:__________________________________________
Name:________________________________________
Title:_________________________________________
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