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EXHIBIT 10.3
TWELFTH AMENDMENT TO LOAN INSTRUMENTS
THIS TWELFTH AMENDMENT TO LOAN INSTRUMENTS (this "Twelfth Amendment"),
dated as of November 19, 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 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 that the Loan Agreement be amended in
certain respects to reflect the incurrence of $115,000,000 of additional senior
subordinated debt pursuant to the terms of the 1998 Senior Subordinated Debt
Instruments.
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 - ADDITIONAL
DEFINITIONS. Section 1.1 of the Loan Agreement is hereby amended by
inserting the following definitions in the appropriate alphabetical
order:
"1997 Note Indenture: the Indenture dated as of July
1, 1997 among Borrowers and The Bank of New York, as trustee,
relating to the issuance of the 1997 Senior Subordinated
Notes.
1997 Notes Registration Rights Agreement: the Notes
Registration Rights Agreement dated as of July 3, 1997 among
Borrowers and the initial purchasers of the 1997 Senior
Subordinated Notes.
1997 Senior Subordinated Debt Instruments:
collectively, the 1997 Note Indenture, the 1997 Notes
Registration Rights Agreement and the 1997 Senior Subordinated
Notes.
1997 Senior Subordinated Indebtedness: the
Indebtedness in the principal amount of $101,000,000 evidenced
by the 1997 Senior Subordinated Notes.
1997 Senior Subordinated Notes: the Senior
Subordinated Notes due 2007 in the aggregate principal amount
of $101,000,000 issued by CBC on July 3, 1997 and the senior
subordinated notes issued in exchange therefor pursuant to the
1997 Notes Registration Rights Agreement.
1998 Note Indenture: the Indenture dated as of
November 19, 1998 among Borrowers and The Bank of New York, as
trustee, relating to the issuance of the 1998 Senior
Subordinated Notes.
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1998 Notes Registration Rights Agreement: the
Registration Rights Agreement dated as of November 19, 1998
among Borrowers and the initial purchasers of the 1998 Senior
Subordinated Notes.
1998 Senior Subordinated Debt Instruments:
collectively, the 1998 Note Indenture, the 1998 Notes
Registration Rights Agreement and the 1998 Senior Subordinated
Notes.
1998 Senior Subordinated Indebtedness: the
Indebtedness in the principal amount of $115,000,000 evidenced
by the 1998 Senior Subordinated Notes.
1998 Senior Subordinated Notes: the Senior
Subordinated Notes due 2008 in the aggregate principal amount
of $115,000,000 issued by CBC on November 19, 1998 and the
senior subordinated notes issued in exchange therefor pursuant
to the 1998 Notes Registration Rights Agreement.
Note Indentures: collectively, the 1997 Note
Indenture and the 1998 Note Indenture."
1.2 SECTION 1.1 OF THE LOAN AGREEMENT - AMENDED DEFINITIONS.
Section 1.1 of the Loan Agreement is hereby amended by substituting the
following definitions for the definitions currently contained in the
Loan Agreement:
"Applicable Ratio: on the last day of any month
during the period set forth below the ratio set forth opposite
such period:
Each Month During Period Ratio
Closing Date through November 1997 6.75
December 1997 through February 1998 6.5
March 1998 through June 1998 7.0
July, 1998 through August 1998 6.75
September 1998 through January 1999 6.50
February 1999 through May 1999 6.00
June 1999 through November 1999 5.75
December 1999 through May 2000 5.5
June 2000 through November 2000 5.25
December 2000 through May 2001 5.00
June 2001 through November 2001 4.75
December 2001 through May 2002 4.50
June 2002 through November 2002 4.25
December 2002 through June 2003 4.00
Note Indenture: either the 1997 Note Indenture or the
1998 Note Indenture.
Notes Registration Rights Agreements: the 1997 Notes
Registration Rights Agreement and the 1998 Notes Registration
Rights Agreement.
Senior Subordinated Debt Instruments: the 1997 Senior
Subordinated Debt Instruments and the 1998 Senior Subordinated
Debt Instruments.
Senior Subordinated Indebtedness: the 1997 Senior
Subordinated Indebtedness and the 1998 Senior Subordinated
Indebtedness.
Senior Subordinated Notes: the 1997 Senior
Subordinated Notes and the 1998 Senior Subordinated Notes.
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1.3 SECTION 1.1 OF THE LOAN AGREEMENT. The definition of
"Prohibited Amendment" is hereby amended by deleting clause (ii)(C) and
inserting the following in lieu thereof:
"(C) has the effect of increasing the remedies of the
holders of the Senior Subordinated Notes or the trustee under
either Note Indenture upon the occurrence of an event of
default under the applicable Senior Subordinated Debt
Instruments; or".
1.4 SECTION 7.7 OF THE LOAN AGREEMENT. Section 7.7 of the Loan
Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"7.7 PAYMENTS OF INDEBTEDNESS FOR BORROWED MONEY.
Make any (i) voluntary or optional prepayment of any
Indebtedness for Borrowed Money other than Borrowers'
Obligations and the Indebtedness in the principal amount of
$12,817,000 and interest thereon owing by CBC to guarantor,
(ii) payment of interest on the Senior Subordinated Notes (A)
so long as Borrowers are in default in the payment of
interest, principal or any Loan Fees under this Loan Agreement
or (B) during any Payment Blockage Period (as defined in
either Note Indenture), (iii) payment of principal on the
Senior Subordinated Notes, (iv) payment on the Exchangeable
Debentures, except cash payments of interest may be made on
such Exchangeable Debentures if (A) no Event of Default will
exist after giving effect to such payments and (B) the amount
of such payments and the cash dividends on the Exchangeable
Preferred Stock do not in the aggregate exceed in any year the
Remaining Excess Cash Flow for the preceding year."
1.5 SECTION 7.21 OF THE LOAN AGREEMENT. Section 7.21 of the
Loan Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"7.21 MINIMUM INTEREST COVERAGE. Permit the ratio of
consolidated Operating Cash Flow of Borrowers for any
Four-Quarter Period ending as of the end of any quarter set
forth below to Interest Expense and cash dividends on the
Exchangeable Preferred Stock for such Four-Quarter Period to
be less than the ratio set forth opposite such period:
Four-Quarter Period Ending Ratio
September, 1997, December 1997 1.75
March, 1998, June 1998, September, 1998 2.00
December, 1998 1.75
March, 1999 and each quarter thereafter 2.25"
1.6 SECTION 8.4.2 OF THE LOAN AGREEMENT. Section 8.4.2 of the
Loan Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"8.4.2 BLOCKAGE NOTICE. Upon the occurrence and
during the existence of an Event of Default, other than a
default in the payment of principal, interest or any Loan
Fees, wither or not Borrowers' Obligations have been
accelerated pursuant to Section 8.2, upon the written request
and the direction of the Required Lenders, the Agent shall,
subject to the limitations set forth in each Note Indenture,
send a Blockage Notice (as defined in each Note Indenture) to
the trustee under the applicable Note Indenture and the
Borrowers imposing a Payment Blockage Period (as defined in
each Note Indenture)."
2. CONDITION TO EFFECTIVENESS. This Twelfth Amendment shall not become
effective unless and until Borrowers shall have delivered to Agent a copy of the
1998 Senior Subordinated Debt Instruments, certified as true, correct and
complete by an officer of Borrowers.
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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 Twelfth Amendment.
4. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Twelfth 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.
5. CONFIRMATION OF EFFECTIVENESS. Guarantor hereby consents to the
execution of this Twelfth 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 Twelfth 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 Twelfth 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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