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Exhibit 10.27
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this "Third Amendment") is made as of October 15, 1997, by and among
Citadel Communications Corporation, a Nevada corporation (the "Company"); the
investors whose names are designated on the ▇▇▇▇▇▇ Signature Page to this Second
Amendment as "▇▇▇▇▇▇ Co-Investors" (the "▇▇▇▇▇▇ Co-Investors"); ▇▇▇▇▇▇ ▇. ▇▇▇▇
("▇▇▇▇"); the investors whose names are designated on the ▇▇▇▇ Signature Page to
the Second Amendment to Third Amended and Restated Registration Rights Agreement
dated as of September 26, 1997 as "▇▇▇▇ Co-Investors" (the "▇▇▇▇ Co-Investors");
The Endeavour Capital Fund Limited Partnership, an Oregon limited partnership
("Endeavour"); the investors whose names are designated on the Signature Pages
to the First Amendment to Third Amended and Restated Registration Rights
Agreement dated as of December 31, 1996 (the "First Amendment"), as "Endeavour
Co-Investors" (the "Endeavour Co-Investors"); the investors whose names are
listed on the Investor Signature Pages (herein referred to collectively as the
"Original Investors" and individually as an "Original Investor") of that certain
Third Amended and Restated Registration Rights Agreement dated as of June 28,
1996 (the "Registration Rights Agreement") between the Company, the Original
Investors and, with respect to section 4(a) of the Registration Rights
Agreement, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, "▇▇▇▇▇▇"); and
▇▇▇▇▇▇. Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Registration Rights Agreement.
RECITALS
A. As of June 28, 1996, the Company and the Investors entered into that
certain Securities Purchase and Exchange Agreement (the "Securities Purchase and
Exchange Agreement"). In connection with the execution of the Securities
Purchase and Exchange Agreement, the Company, the Investors and ▇▇▇▇▇▇ executed
the Registration Rights Agreement.
B. In connection with the execution of the First and Second Amendments,
the Company, the Investors, ▇▇▇▇▇▇, Endeavor, the Endeavour Co-Investors, ▇▇▇▇
and the ▇▇▇▇ Co-Investors executed the Registration Rights Agreement, as amended
by the First Amendment and the Second Amendment.
C. The ▇▇▇▇▇▇ Co-Investors are the respective sole owners of all of the
outstanding stock of ▇▇▇▇▇▇ Corporation, an Arkansas corporation (owned by ▇.
▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇), and of ▇▇▇▇▇▇ Broadcasting Corporation, an Arkansas
corporation (owned by ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇) (such corporations, collectively,
the "▇▇▇▇▇▇ Entities"). As of June 2, 1997, the Company and Citadel entered into
Merger Agreements with the respective ▇▇▇▇▇▇ Entities and their respective
shareholders (the "Merger Agreements"). Pursuant to the Merger Agreements, each
of the ▇▇▇▇▇▇ Entities will merge with Citadel, with Citadel to be
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the surviving corporation. In consideration of such mergers, the ▇▇▇▇▇▇
Co-Investors will receive Series G Preferred Stock.
D. In order to induce the ▇▇▇▇▇▇ Co-Investors to consummate the
transactions contemplated by the Merger Agreements, the parties to this Third
Amendment wish to amend the Registration Rights Agreement to grant registration
rights to the ▇▇▇▇▇▇ Co-Investors to the same extent as the Original Investors
under the Registration Rights Agreement.
E. In connection with the transactions contemplated by the Merger
Agreements, the Company, the ▇▇▇▇▇▇ Co-Investors, and certain other parties have
also agreed to enter into the following agreements, each dated as of the date
hereof: that certain Fourth Amendment to Second Amended and Restated
Stockholders Agreement; that certain Fourth Amendment to Securities Purchase and
Exchange Agreement; and that certain Fourth Amended and Restated Voting
Agreement (together with this Third Amendment, the Merger Agreements, and the
transactions contemplated thereby, the "Contemplated Transactions").
ACCORDINGLY, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Third Amendment agree as follows:
1. Consents and Waivers. The Original Investors, Endeavour, the
Endeavour Co-Investors, ▇▇▇▇ and the ▇▇▇▇ Co-Investors hereby consent to this
Third Amendment and inclusion of the ▇▇▇▇▇▇ Co-Investors as "Investors" under
the Registration Rights Agreement. Further, the Original Investors, Endeavour,
the Endeavour Co-Investors, ▇▇▇▇ and the ▇▇▇▇ Co-Investors waive any rights they
may have pursuant to Section 11 of the Registration Rights Agreement in
connection with the Contemplated Transactions.
2. Amendments.
(a) Section 1 of the Registration Rights Agreement is amended by
deleting the definitions of "Additional Preferred Stock" and "Preferred Stock"
and adding the following definitions in appropriate alphabetical order:
"Additional Preferred Stock" shall mean any additional shares
of preferred stock issued by the Company other than the Series
A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock and Series G Preferred Stock.
"Investor" and "Investors" shall mean those investors whose
names are listed on the Investor Signature Pages of this
Agreement, Endeavour, the Endeavour Co-Investors, ▇▇▇▇, the
▇▇▇▇ Co-Investors and the ▇▇▇▇▇▇ Co-Investors.
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"Original Investors" shall mean the investors whose names are
listed on the Investor Signature Pages of this Agreement prior
to the execution of the First Amendment.
"Preferred Stock" shall mean the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock, Series F Preferred
Stock, Series G Preferred Stock and Additional Preferred
Stock, collectively.
"Series G Preferred Stock" shall mean the Series G Convertible
Preferred Stock, par value $.001 per share, of the Company.
"▇▇▇▇▇▇ Co-Investors" shall mean and refer, individually and
collectively, to those individuals who are designated on the
▇▇▇▇▇▇ Signature Page to the Third Amendment as the "▇▇▇▇▇▇
Co-Investors."
"Third Amendment" shall mean that Third Amendment to this
Agreement dated as of October 15, 1997, among the Company, the
Original Investors, ▇▇▇▇▇▇, Endeavour, the Endeavour
Co-Investors, ▇▇▇▇, the ▇▇▇▇ Co-Investors and the ▇▇▇▇▇▇
Co-Investors.
(b) The parties listed on the ▇▇▇▇▇▇ Signature Page for this
Third Amendment shall be deemed parties to the Registration Rights Agreement, as
amended, and are deemed added to the Investor Signature Pages to the
Registration Rights Agreement, as amended.
(c) The following additional Section (l) will be added to
Section 12 of the Registration Rights Agreement:
(l) Incorporation of Recitals. The Recitals set forth
in the Third Amendment are incorporated herein.
3. Choice of Law. This Third Amendment shall be governed by and
construed in accordance with the internal laws of the State of Arizona, without
regard to any provision or rule of the laws of the State of Arizona which would
otherwise cause the laws of a jurisdiction other than the State of Arizona to be
applied.
4. Counterparts. This Third Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
with the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.
CITADEL COMMUNICATIONS CORPORATION
By
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Its
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(for purposes of Section 4(a) of the
Registration Rights Agreement only)
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▇▇▇▇▇▇ ▇▇▇▇▇▇
(for purposes of Section 4(a) of the
Registration Rights Agreement only)
ABRY BROADCAST PARTNERS II, L.P.
By ABRY CAPITAL, L.P.
Its General partner
By ABRY HOLDINGS, INC.
Its General Partner
By
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Its
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ABRY/CITADEL INVESTMENT PARTNERS, L.P.
By ABRY CAPITAL, L.P.
Its General Partner
By ABRY HOLDINGS, INC.
Its General Partner
By
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Its
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[SIGNATURE PAGE FOR SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT]
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY
By
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Its
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▇▇▇▇▇▇▇▇▇▇▇ & CO., INC.
By
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Its
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BANK OF AMERICA, NT&SA, a National
Trust and Savings Association
By
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Its
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BOFA CO-INVESTORS:
*
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
*
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
*
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M. ▇▇▇ ▇'▇▇▇▇▇
*
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Ford ▇. ▇▇▇▇▇▇▇▇▇
*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
*
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
*
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
* By:
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Name:
Attorney-In-Fact
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[ENDEAVOUR SIGNATURE PAGE FOR SECOND AMENDMENT TO THIRD
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
ENDEAVOUR:
THE ENDEAVOUR CAPITAL FUND LIMITED
PARTNERSHIP
By DVS Management, Inc.
Its General Partner
By
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Its
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ENDEAVOUR CO-INVESTORS:
*
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇▇▇ FAMILY TRUST u/a/d 2-15-94
By *
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
By *
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
BABSON CAPITAL PARTNERS LIMITED PARTNERSHIP
By *
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Its
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*
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▇▇▇ ▇▇▇▇▇▇▇
*
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
*
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▇▇▇▇▇ ▇. ▇▇▇▇▇
* By:
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Name:
Attorney-In-Fact
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[▇▇▇▇ SIGNATURE PAGE FOR SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT]
▇▇▇▇:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ CO-INVESTORS:
*
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
*
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
*
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
*
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▇▇▇ ▇▇▇▇▇
*
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▇▇▇ ▇▇▇▇▇▇▇
*
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▇▇▇▇▇▇ ▇▇▇▇
*
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▇▇▇▇ ▇▇▇▇▇▇▇▇
*
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M. ▇▇▇▇▇ ▇▇▇▇
*
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▇▇▇▇ ▇▇▇▇
* By:
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Name:
Attorney-In-Fact
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[▇▇▇▇▇▇ SIGNATURE PAGE FOR THIRD AMENDMENT TO THIRD AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT]
▇▇▇▇▇▇ CO-INVESTORS:
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▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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