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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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