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Exhibit 10.29
SECOND AMENDMENT TO LOAN INSTRUMENTS
THIS SECOND AMENDMENT TO LOAN INSTRUMENTS ("Second Amendment"), dated as of
September 25, 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 Alexandra Communications used in the operation of
Station KLKY licensed to Xxxxxx-Freewater, Oregon (the "KLKY Acquisition"), and
assignment to CLI of the FCC Licenses used in the operation of such Station;
(ii) the merger of Xxxx Major Broadcasting Company with and into CBC (the "WDGE
Acquisition"), and the assignment to CLI of the FCC Licenses used in the
operation of Station WDGE, licensed to Providence, Rhode Island; and (iii) the
merger of Bear Broadcasting Limited Liability Company with and into CBC (the
"Edgenet Acquisition"; the KLKY Acquisition, WDGE Acquisition and the Edgenet
Acquisition are individually referred to as a "Second Amendment Acquisition" and
collectively as the "Second Amendment Acquisitions"), and the assignment to CLI
of the Licenses, if any, used in the operation of the internet access business
operated under the name "Edgenet" in Rhode Island. Lenders have agreed to give
such consent, subject to the execution of this Second 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 Second Amendment Acquisitions. Based on
the attached Schedule 1, Lenders hereby consent to the Second Amendment
Acquisitions, subject to the satisfaction of the conditions contained in this
Second Amendment.
2. Amendment to Loan Instruments. The Loan Agreement and other Loan
Instruments are amended as follows:
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2.1 Exhibits to Loan Instruments. Upon the consummation of each Second
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 Second Amendment Acquisition and
(ii) the Exhibit Amendments applicable to such Second Amendment Acquisition
shall be deemed to be part of the applicable Loan Instrument.
2.2 Use Agreement. Upon the consummation of each Second 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 Second Amendment
Acquisition.
3. Conditions to Effectiveness. This Second Amendment shall not become
effective with respect to each of the Second 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 Second 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 Second Amendment.
5. Representations and Warranties. In order to induce Lenders to execute
this Second 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 Second
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 Second 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 Second 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 Second 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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Xxxxxxx X. Xxxxxx
Group Vice President
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 1S - List of Current Leases and Lessors
Exhibit 1U - LMA Agreements
Exhibit 1V - LMA Stations
Exhibit 5.5.2 - FCC Licenses
Exhibit 5.5.5 - Business Locations
[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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