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Exhibit 10.23
SIXTEENTH AMENDMENT TO LOAN INSTRUMENTS
THIS SIXTEENTH AMENDMENT TO LOAN INSTRUMENTS (this "Sixteenth
Amendment"), dated as of April 30, 1999, 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.
RECITALS
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 (i) Capstar Acquisition
Company, Inc., a Delaware corporation, Triathlon Broadcasting of Colorado
Springs, Inc., a Delaware corporation, Triathlon Broadcasting of Colorado
Springs Licensee, Inc., a Delaware corporation, Triathlon Broadcasting of
Spokane, Inc., a Delaware corporation, and Triathlon Broadcasting of Spokane
Licensee, Inc., a Delaware corporation, used in the operation of radio stations
KSPZ-FM, KVOR (AM) and KTWK (AM), each licensed to Colorado Springs, Colorado,
radio station KEYF-AM licensed to Dishman, Washington and radio station KEYF-FM
licensed to Cheney, Washington (the "Capstar Acquisition"), (ii) AGM- Nevada,
L.L.C., a Nevada limited liability company, used in the operation of radio
station KNJY-FM licensed to Spokane, Washington (the "AGM Acquisition") and
(iii) Xxxxxx X. Xxxxxxx, Inc., a Pennsylvania corporation, used in the operation
of radio station WKQV(AM), licensed to Pittston, Pennsylvania, and Monroe and
Delaware Holdings, Inc., a Pennsylvania corporation, used in the operation of
radio station WKQV-FM, licensed to Olyphant, Pennsylvania (collectively, the
"Xxxxxxx Acquisitions") (the Capstar Acquisition, the AGM Acquisition and the
Xxxxxxx Acquisitions hereinafter are referred to individually as a "Sixteenth
Amendment Acquisition" and collectively as the "Sixteenth Amendment
Acquisitions"). Lenders have agreed to give such consent, subject to the
execution of this Sixteenth 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 Sixteenth Amendment Acquisitions. Based on
the attached Schedule 1, Lenders hereby
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consent to the Sixteenth Amendment Acquisitions, subject to the satisfaction of
the conditions contained in this Sixteenth 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
each Sixteenth 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 such Sixteenth Amendment
Acquisition and (ii) the Exhibit Amendments applicable to such Sixteenth
Amendment Acquisition shall be deemed to be part of the applicable Loan
Instrument.
2.2 Use Agreement. Upon the consummation of a Sixteenth
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 such Sixteenth Amendment
Acquisition.
3. Conditions to Effectiveness. This Sixteenth Amendment shall
not become effective with respect to a Sixteenth Amendment Acquisition unless
and until all of the conditions set forth in Section 4.3 of the Loan Agreement
are satisfied with respect to such Sixteenth Amendment Acquisition in a manner
satisfactory to Agent.
4. Consent. The Capstar Acquisition and the AGM Acquisition
provide that the parties thereto will consummate the transactions contemplated
thereby upon initial orders issued by the FCC, without the need for such orders
to become "final." Agent and Lenders hereby consent to the consummation by
Borrowers of the Capstar Acquisition and the AGM Acquisition notwithstanding
that the applicable FCC orders are not "final" as of the date hereof.
5. 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 Sixteenth Amendment.
6. Representations and Warranties. In order to induce Lenders to
execute this Sixteenth 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.
7. Confirmation of Effectiveness. Guarantor hereby consents to
the execution of this Sixteenth Amendment. Each Obligor hereby agrees that each
Loan Instrument executed
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by such Person remains in full force and effect in accordance with the original
terms thereof as amended.
8. Counterparts. This Sixteenth 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.
IN WITNESS WHEREOF, this 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: /s/ D. Xxxxxx Xxxxxxxx
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Name: D. Xxxxxx Xxxxxxxx
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Title: President, Citadel Broadcasting Company
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Vice President, Citadel Communications
Corporation and Citadel License, Inc.
FINOVA CAPITAL CORPORATION, a
Delaware corporation, individually and as Agent
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Director
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NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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(Signatures continued on next page)
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(Signatures continued from previous page)
THE BANK OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: Vice President
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Assistant Vice President
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LIST OF AMENDMENTS TO EXHIBITS TO LOAN INSTRUMENTS
Exhibit A - Assignment of Leases
Trademark Security Agreement
L/C Guaranty
Exhibit 1J - Broadcast Markets
Exhibit 1K - CBC Stations
Exhibit 1M - Corporate Overhead
Exhibit 1N - Assignment of Acquisition Instruments
Xxxxxxx 0X - Xxxxxxxxx
Xxxxxxx 0X - XXX Agreements
Exhibit 1Q - JSA Stations
Exhibit 1S - List of Current Leases and Lessors
Exhibit 1U - LMA Agreements
Exhibit 1V - LMA Stations
Exhibit 1X - Owned Real Property
Exhibit 5.5.2 - FCC Licenses
Exhibit 5.5.5 - Business Locations
Exhibit 5.8 - Litigation
Exhibit 5.12 - Patents, Trademarks and Franchises
Exhibit 5.14 - Environmental Matters
[Pursuant to Registration S-K, Item 601(b)(2), Registrant agrees to furnish
supplementally a copy of these exhibits to the Securities Exchange Commission
upon request.]
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