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Exhibit 10.34
SEVENTH AMENDMENT TO LOAN INSTRUMENTS
THIS SEVENTH AMENDMENT TO LOAN INSTRUMENTS ("Seventh Amendment"), dated
as of March 24, 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 the acquisition
of the Property of S & P Broadcasting Limited Partnership I, a Delaware limited
partnership ("S & P I"), S & P Broadcasting Limited Partnership III, a Delaware
limited partnership ("S & P III"), and Xxxxxxx Holdings, Ltd., a Delaware
corporation ("Holdings", and together with S & P I and S & P III, "Sellers"),
used in the operation of Stations WSGD(FM), WDLS(FM) and WCDL(AM), each licensed
to Xxxxxx-Xxxxx/Scranton, Pennsylvania, and the assignment to CLI of the FCC
Licenses used in the operation of such Stations (the "Seventh Amendment
Acquisition"). Lenders have agreed to give such consent, subject to the
execution of this Seventh 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 Seventh Amendment Acquisition. Based on
the attached Schedule 1, Lenders hereby consent to the Seventh Amendment
Acquisition, subject to the satisfaction of the conditions contained in this
Seventh 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
Seventh 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 Seventh
Amendment Acquisition and (ii) the Exhibit Amendments applicable
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to Seventh Amendment Acquisition shall be deemed to be part of the
applicable Loan Instrument.
2.2 USE AGREEMENT. Upon the consummation of the Seventh
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 Seventh Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Seventh Amendment shall not become
effective with respect to the Seventh 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 Seventh 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 Seventh Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Seventh 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
Seventh Amendment Acquisition, 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 Seventh 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 Seventh 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 Seventh 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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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
[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.]
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