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Exhibit 10.24
SEVENTEENTH AMENDMENT TO LOAN INSTRUMENTS
THIS SEVENTEENTH AMENDMENT TO LOAN INSTRUMENTS (this "Seventeenth
Amendment"), dated as of April 30, 1999, 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.
RECITALS
A. Borrowers, Agent and Lenders entered into an Amended and Restated
Loan Agreement dated as of July 3, 1997 (such Amended and Restated Loan
Agreement, as amended to the date hereof, hereinafter is referred to as the
"Loan Agreement").
B. Borrowers have requested that Lenders amend the Loan Agreement to
increase the amount of permitted L/C Guaranty Obligations from $10,000,000 to
$20,000,000.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Loan Agreement. The Loan Agreement is hereby amended by
deleting subsection 2.2.1 of the Loan Agreement in its entirety and substituting
the following in lieu thereof:
"2.2.1 Obligation of Lenders. Subject to the conditions set forth in
Section 2.3, each Lender severally agrees to make Additional Loans to Borrowers
and to issue L/C Guaranties on behalf of Borrowers from time to time on or after
the Closing Date to the Maturity Date, in the case of Additional Loans, and to
the L/C Expiration Date, in the case of L/C Guaranties (i) except Additional
Loans shall be made pursuant to subsection 2.4.3 after the Maturity Date (by
acceleration) to pay L/C Guaranty Obligations incurred pursuant to L/C
Guaranties issued prior to the L/C Expiration Date and (ii) provided at no time
shall the aggregate amount of such Lender's Loans and L/C Guaranty Obligations
exceed such Lender's Commitment and the L/C Guaranty Obligations of all Lenders
exceed $20,000,000. The failure of any Lender to perform its obligations
hereunder or under any other Loan Instrument shall not affect the obligations of
Borrowers under this Loan Agreement or any other Loan Instrument nor shall any
other Lender or Agent be liable for the failure of such Lender to perform its
obligations hereunder or under such other Loan Instrument."
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2. Fees and Expenses. Borrowers hereby agree to reimburse Lenders for
all reasonable fees and expenses incurred in connection with the consummation of
the transactions contemplated by this Seventeenth Amendment.
3. Representations and Warranties. In order to induce Lenders to
execute this Seventeenth 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, except to the extent such representations and warranties by
their nature relate to an earlier date.
4. Confirmation of Effectiveness. Guarantor hereby consents to the
execution of this Seventeenth 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.
5. Counterparts. This Seventeenth 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 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: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President/Chief Financial Officer
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FINOVA CAPITAL CORPORATION, a
Delaware corporation, individually and as Agent
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Director
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NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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(Signatures continued on next page)
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(Signatures continued from previous page)
THE BANK OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: Vice President
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Assistant Vice President
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