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EXHIBIT 10.2
ELEVENTH AMENDMENT TO LOAN INSTRUMENTS
THIS ELEVENTH AMENDMENT TO LOAN INSTRUMENTS (this "Eleventh Amendment"),
dated as of November 17, 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 the consent of Lenders to the acquisition
by Borrowers of the Property and FCC Licenses of Beasely Broadcasting of
Arkansas, Inc, a Delaware corporation, and KAAY License Limited Partnership,
used in the operation of Station KAAY (AM), licensed to Little Rock, Arkansas
(the "Eleventh Amendment Acquisition"). Lenders have agreed to give such
consent, subject to the execution of this Eleventh 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 Eleventh Amendment Acquisition. Based on
the attached Schedule 1, Lenders hereby consent to the Eleventh Amendment
Acquisition, subject to the satisfaction of the conditions contained in this
Eleventh 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
Eleventh 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 Eleventh Amendment
Acquisition and (ii) the Exhibit Amendments applicable to the Eleventh
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 Eleventh 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 Eleventh
Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Eleventh Amendment shall not
become effective with respect to the Eleventh 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 Eleventh Amendment Acquisition in a manner
satisfactory to Agent as evidenced by a letter from Agent to CBC with respect
thereto.
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 Eleventh Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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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