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Exhibit 10.33
SIXTH AMENDMENT TO LOAN INSTRUMENTS
THIS SIXTH AMENDMENT TO LOAN INSTRUMENTS ("Sixth Amendment"), dated as
of February 12, 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 (as amended to the date
hereof, the "Loan Agreement").
B. Borrowers have requested the consent of Lenders to (i) the
acquisition of the capital stock (the "Pacific Acquisition") of Pacific
Northwest Broadcasting Corporation ("Pacific") from Xxxxxx Properties, L.P. and
the subsequent merger of Pacific with and into CBC; (ii) the assignment to CLI
of the FCC Licenses used in the operation of Stations KQFC(FM), KKGL(FM) and
KBOI(AM), each licensed to Boise, Idaho and owned and operated by Pacific; and
(iii) the acquisition by CBC of certain real estate of Xxxxxxx X. Xxxxxx and
Xxxxxx X. Xxxxxx used in the operation of such Stations (the "Xxxxxx Real Estate
Acquisition") (the Pacific Acquisition and the Xxxxxx Real Estate Acquisition
hereinafter are referred to individually as a "Sixth Amendment Acquisition" and
collectively as the "Sixth Amendment Acquisitions"). Lenders have agreed to give
such consent, subject to the execution of this Sixth Amendment and the
performance of the terms and conditions set forth below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. CONSENT TO ACQUISITIONS 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 Sixth Amendment Acquisitions. Based on the
attached Schedule 1, Lenders hereby consent to the Sixth Amendment Acquisitions,
subject to the satisfaction of the conditions contained in this Sixth 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
Sixth Amendment Acquisitions (i) Borrowers shall deliver to Agent
amendments to the Exhibits attached to each Loan Instrument (the
"Exhibit Amendments") which require modification due to such Sixth
Amendment Acquisition and (ii) the Exhibit Amendments applicable
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to such Sixth Amendment Acquisition shall be deemed to be part of the
applicable Loan Instrument.
2.2 USE AGREEMENT. Upon the consummation of the Sixth
Amendment Acquisitions, 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 Sixth Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Sixth Amendment shall not become
effective with respect to the Sixth Amendment Acquisitions unless and until all
of the conditions set forth in Section 4.3 of the Loan Agreement are satisfied
with respect to the Sixth Amendment Acquisitions 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 fees and expenses incurred in connection with the consummation of the
transactions contemplated by this Sixth Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Sixth 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 of the consummation of the
Sixth Amendment Acquisitions, 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 Sixth 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 Sixth 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 Sixth 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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Xxxxx X. Xxxxxxx
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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SCHEDULE 1 TO THE COMPLIANCE CERTIFICATE
FOR THE TWELVE MONTH PERIOD ENDING DECEMBER 31, 1997
7.19 Maximum Leverage Test
Total Debt to Acq. Adjusted Operating Cash Flow is 6.50
7.20 Senior Debt Leverage Test
Total Senior Debt to Acq. Adjusted Operating Cash Flow is 5.00
Senior Total
Leverage Leverage
Total Debt:
Revolving Loan 90,084,043 90,084,043
Senior Subordinated Notes - 101,000,000
Additional loan for Boise 11,000,000 11,000,000
Letter of Credit-Providence - -
Letter of Credit-Boise 500,000 500,000
Letter of Credit-Allentown - -
Letter of Credit-Little Rock(GHB) - -
Non-Compete Obligations 212,500 212,500
Existing Prepayment 770,956 770,956
Capital Lease 35,292 35,292
Total 102,602,791 203,602,791
Acq. Adjusted Operating Cash Flow 31,406,043 31,406,043
Ratio of Total Debt to Adj. Op. Cash Flow 3.27 6.48
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LIST OF AMENDMENTS TO EXHIBITS TO LOAN INSTRUMENTS
Exhibit A - Assignment of Leases
Exhibit 1J - Broadcast Markets
Exhibit 1K - CBC Stations
Exhibit 1M - Corporate Overhead
Exhibit 1N - Assignment of Acquisition Instruments
Exhibit 1O - Mortgages
Exhibit 1S - List of Current Leases and Lessors
Exhibit 1X - Real Estate
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
Exhibit 5.19.1 - Employee Benefit Plans
Exhibit 7.15 - Transactions with Affiliates
[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.]
