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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
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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
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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:______________________________________________
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:___________________________________________
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UNION BANK OF CALIFORNIA, N.A.
By:______________________________________________
Name:____________________________________________
Title:___________________________________________
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