1
Exhibit 10.35
EIGHTH AMENDMENT TO LOAN INSTRUMENTS
THIS EIGHTH AMENDMENT TO LOAN INSTRUMENTS ("Eighth Amendment"), dated
as of April 21, 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
by CBC of the Property of Xxxxxx Group, LLC, an Idaho limited liability company
("Seller"), used in the operation of Stations KIZN(FM) and KZMG(FM), each
serving the Boise, Idaho market, and the assignment to CLI of the FCC Licenses
used in the operation of such Stations (the "Eighth Amendment Acquisition").
Lenders have agreed to give such consent, subject to the execution of this
Eighth 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 Eighth Amendment Acquisition. Based on the
attached Schedule 1, Lenders hereby consent to the Eighth Amendment Acquisition,
subject to the satisfaction of the conditions contained in this Eighth
Amendment.
2. AMENDMENT TO LOAN INSTRUMENTS. The Loan Agreement and other Loan
Instruments are amended as follows:
2.1 SECTION 1.1 OF THE LOAN AGREEMENT. Section 1.1 of the Loan
Agreement is hereby amended by deleting the definition of "Applicable
Ratio" contained therein and substituting the following in lieu
thereof:
"Applicable Ratio": on the last day of any month during
the period set forth below the ratio set forth opposite such period:
2
Each Month During Period Ratio
------------------------ -----
Closing Date through November 1997 6.75
December 1997 through February 1998 6.50
March 1998 through June 1998 7.0
July 1998 through August 1998 6.75
September 1998 through October 1998 6.5
November 1998 6.25
December 1998 through May 1999 6.0
June 1999 through November 1999 5.75
December 1999 through May 2000 5.5
June 2000 through November 2000 5.25
December 2000 through May 2001 5.0
June 2001 through November 2001 4.75
December 2001 through May 2002 4.5
June 2002 through November 2002 4.25
December 2002 through June 2003 4.0"
2.2 EXHIBITS TO LOAN INSTRUMENTS. Upon the consummation of the
Eighth 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 Eighth
Amendment Acquisition and (ii) the Exhibit Amendments applicable to the
Eighth Amendment Acquisition shall be deemed to be part of the
applicable Loan Instrument.
2.3 USE AGREEMENT. Upon the consummation of the Eighth
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 the Eighth Amendment Acquisition.
3. CONDITIONS TO EFFECTIVENESS. This Eighth Amendment shall not
become effective with respect to each of the Eighth Amendment Acquisition unless
and until (a) all of the conditions set forth in Section 4.3 of the Loan
Agreement are satisfied with respect to the Eighth Amendment Acquisition in a
manner satisfactory to Agent as evidenced by a letter from Agent to CBC with
respect thereto and (b) Borrowers shall have paid to Agent a non-refundable
amendment fee of $50,000.00.
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 Eighth Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to
execute this Eighth 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
-2-
3
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 Eighth 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 Eighth 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 Eighth 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.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
-3-
4
IN WITNESS WHEREOF, this Eighth 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:
---------------------------------------
NATIONSBANK OF TEXAS, N.A.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
-4-
5
THE BANK OF NEW YORK
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
UNION BANK OF CALIFORNIA, N.A.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
-5-
6
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 1S - List of Current Leases and Lessors
Exhibit 5.5.2 - FCC Licenses
Exhibit 5.5.5 - Business Locations
Exhibit 5.8 - Litigation
Exhibit 5.12 - Patents, Trademarks and Franchises
Exhibit 5.19.1 - Employee Benefit Plans
[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.]
-6-
