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Exhibit 10.31
FOURTH AMENDMENT TO LOAN INSTRUMENTS
THIS FOURTH AMENDMENT TO LOAN INSTRUMENTS ("Fourth Amendment"), dated as of
November 4, 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 GHB of Little Rock, Inc. used in the operation of
Stations KEZQ, KURB and KLVO serving the Little Rock, Arkansas market (the
"KEZQ/KURB/KVLO Acquisition"), and assignment to CLI of the FCC Licenses used in
the operation of such Stations; (ii) the acquisition of stock and subsequent
merger of Natural State Communications, Inc. 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; and
(iii) the acquisition by CBC of the Property of Bear Broadcasting Company used
in the operation of Station WDGF, licensed to Providence, Rhode Island (the
"WDGF Acquisition"; the KEZQ/KURB/KVLO Acquisition, the KYTN Acquisition and the
WDGF Acquisition hereinafter are referred to individually as a "Fourth Amendment
Acquisition" and collectively as the "Fourth 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
Fourth 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 Fourth Amendment Acquisitions. Based on
the attached Schedule 1, Lenders hereby consent to the Fourth Amendment
Acquisitions, subject to the satisfaction of the conditions contained in this
Fourth Amendment.
2. AMENDMENT TO LOAN INSTRUMENTS. The Loan Agreement and other Loan
Instruments are amended as follows:
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2.1 AMENDMENTS TO COVENANTS. Exhibits 7.6.2 (Capital Expenditure
Covenant Levels) and 7.8 (Operating Lease Covenant Levels) attached hereto
shall be substituted for Exhibits 7.6.2 and 7.8 to the Loan Agreement.
2.2 EXHIBITS TO LOAN INSTRUMENTS. Upon the consummation of each Fourth
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 Fourth Amendment Acquisition and
(ii) the Exhibit Amendments applicable to such Fourth Amendment Acquisition
shall be deemed to be part of the applicable Loan Instrument.
2.3 USE AGREEMENT. Upon the consummation of each Fourth 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 Fourth Amendment
Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Fourth Amendment shall not become
effective with respect to each of the Fourth 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 Fourth Amendment Acquisition in a manner
satisfactory to Agent.
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 Fourth Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to execute
this Fourth 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 Fourth
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 Fourth 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 Fourth 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 Fourth 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 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 7.6.2 - Capital Expenditures
Exhibit 7.8 - Obligations as Lessee Under Operating Leases
[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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