1
Exhibit 10.30
THIRD AMENDMENT TO LOAN INSTRUMENTS
THIS THIRD AMENDMENT TO LOAN INSTRUMENTS ("Third Amendment"), dated as of
October 15, 1997, 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 (the "Loan Agreement").
B. Borrowers have requested the consent of Lenders to (i) the acquisition
by CBC of the Property of CDB Broadcasting Corporation and CDB License
Corporation used in the operation of Station KESR, licensed to Sherwood,
Arkansas (the "KESR Acquisition"), and assignment to CLI of the FCC Licenses
used in the operation of such Station; (ii) the merger of Xxxxxx Corporation
with and into CBC (the "XXXX/KKRN/KRNN/KAFN Acquisition"), and the assignment to
CLI of the FCC Licenses used in the operation of Stations XXXX-AM, XXXX-FM,
KKRN, KRNN and KAFN, licensed to Little Rock, Cabot, Humnoke, North Little Rock
and Gould, Arkansas, respectively; (iii) the merger of Xxxxxx Broadcasting
Corporation with and into CBC (the "KIPR Acquisition), and the assignment to CLI
of the FCC Licenses used in the operation of Station KIPR, licensed to Pine
Bluff, Arkansas; (iv) the acquisition by CBC of certain real property of Xxx and
Xxxx Xxxxxx used in the operation of the Stations listed in clause ii and iii
above (the "Xxxxxx Real Estate Acquisition"); (v) the acquisition of stock and
subsequent merger of Natural States Communications Company with and into CBC
(the "KYTN Acquisition"), and the assignment to CLI of the FCC Licenses used in
the operation of Station KYTN, licensed to Wrightsville/Little Rock, Arkansas;
(vi) the acquisition by CBC of the Property of Price Broadcasting Company used
in the operation of Stations KBEE and KFNZ, licensed to Salt Lake City, Utah
(the "KBEE/KFNZ Acquisition"), and assignment to CLI of the FCC Licenses used in
the operation of such Stations; and (vii) the acquisition by CBC of the Property
of Maranatha Broadcasting Company, Inc. used in the operation of Station WLEV
(f.k.a. WFMZ), licensed to Allentown, Pennsylvania (the "WLEV Acquisition"; the
KESR Acquisition, XXXX/KKRN/KRNN/KAFN Acquisition, the KIPR Acquisition, the
Xxxxxx Real Estate Acquisition, the KYTN Acquisition, the KBEE/KFNZ Acquisition
and the WLEV Acquisition hereinafter are referred to individually as a "Third
Amendment Acquisition" and collectively, as the "Third Amendment Acquisitions"),
and the assignment to CLI of the FCC Licenses used in the operation of such
Station. Lenders have agreed to give such consent, subject to the execution of
this Third Amendment and the performance of the terms and conditions set forth
below.
2
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 Third Amendment Acquisitions. Based on the
attached Schedule 1, Lenders hereby consent to the Third Amendment Acquisitions,
subject to the satisfaction of the conditions contained in this Third 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 Third
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 Third Amendment Acquisition and (ii)
the Exhibit Amendments applicable to such Third Amendment Acquisition shall
be deemed to be part of the applicable Loan Instrument.
2.2 Use Agreement. Upon the consummation of each Third 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 Third Amendment
Acquisition.
3. Conditions to Effectiveness. This Third Amendment shall not become
effective with respect to each of the Third Amendment Acquisitions unless and
until all of the conditions set forth in Section 4.3 of the Loan Agreement are
satisfied with respect to such Third 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
fees and expenses incurred in connection with the consummation of the
transactions contemplated by this Third Amendment.
5. Representations and Warranties. In order to induce Lenders to execute
this Third 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 each Third
Amendment Acquisition, except to the extent such representations and warranties
by their nature relate to an earlier date.
-2-
3
6. Confirmation of Effectiveness. Guarantor hereby consents to the
execution of this Third 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 Third 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 Third 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:
--------------------------------------------
Xxxxx X. Xxxxxxx
Vice President of each corporation
FINOVA CAPITAL CORPORATION, a
Delaware corporation, individually and as Agent
By:
--------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
BANKBOSTON, N.A.
By:
--------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
-3-
4
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:
-----------------------------------------
-4-
5
LIST OF AMENDMENTS TO EXHIBITS TO LOAN INSTRUMENTS
Exhibit A - Assignment of Leases
Exhibit 1J - Broadcast Markets
Exhibit 1K - CBC Stations
Exhibit 1N - Assignment of Acquisition Instruments
Exhibit 1O - Mortgages
Exhibit 1S - List of Current Leases and Lessors
Exhibit 1U - LMA Agreements
Exhibit 1V - LMA Stations
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 Regulation S-K, Item 601(b)(2), Registrant agrees to furnish
supplementally a copy of these exhibits to the Securities Exchange Commission
upon request.]
-5-
