Exhibit 10.2
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 1, 1998 (this "Amendment"),
to the Credit Agreement, dated as of March 2, 1998 (as amended, supplemented or
otherwise modified, the "Credit Agreement"), among CUMULUS MEDIA INC., an
Illinois corporation formerly known as Cumulus Holdings, Inc. (the "Borrower"),
the several banks and other financial institutions or entities parties thereto
(the "Lenders"), XXXXXX BROTHERS INC., as advisor and arranger, XXXXXX
COMMERCIAL PAPER INC., as syndication agent, and XXXXXX COMMERCIAL PAPER INC.,
as administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, extensions of credit to the Borrower;
WHEREAS, the Borrower intends to consummate a reorganization
pursuant to which the Borrower will issue (a) shares of its Class A Common
Stock, par value $.01 per share, for an aggregate offering price of up to
$115,000,000, (b) shares of its Series A Cumulative Exchangeable Redeemable
Preferred Stock due 2009 (the "Exchangeable Preferred Stock") for an aggregate
offering price of up to $125,000,000, a portion of which is being offered by the
Borrower directly to The Northwestern Mutual Life Insurance Company ("NML") in
exchange for the shares of the Borrower's Class A Cumulative Preferred Stock
currently owned by NML, and (c) its Senior Subordinated Notes due 2008 for an
aggregate offering price of up to $150,000,000;
WHEREAS, subject to certain conditions, the Exchangeable
Preferred Stock will be exchangeable on any dividend payment date, at the
Borrower's option, for the Borrower's Subordinated Exchange Debentures due 2009;
and
WHEREAS, the Borrower has requested, and upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
2.1 Amendments to Section 1.1 of the Credit Agreement. Section
1.1 of the Credit Agreement is hereby amended as follows:
(a) by deleting therefrom the definitions of the following
terms in their respective entireties and substituting in lieu thereof the
following definitions:
"Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected
as a charge in the statement of such Consolidated Net Income for such
period, the sum of (a) income tax expense, (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans), (c) depreciation and amortization
expense, (d) amortization of intangibles (including, but not limited
to, goodwill) and organization costs, (e) any extraordinary, unusual
or non-recurring expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, losses on sales of assets
outside of the ordinary course of business) and (f) any other non-cash
charges, and plus Cost Savings for such period, and minus, to the
extent included in the statement of such Consolidated Net Income for
such period, the sum of (a) interest income, (b) any extraordinary,
unusual or non-recurring income or gains (including, whether or not
otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets
outside of the ordinary course of business) and (c) any other non-cash
income, all as determined on a consolidated basis, and minus, to the
extent the income attributable to Local Marketing Agreements accounts
for more than 25% (or, prior to the consummation of the IPO, 50%) of
Consolidated EBITDA, an amount equal to such excess; provided, that
the Borrower may, at its option, exclude the income attributable to
Local Marketing Agreements from the calculation of Consolidated
EBITDA; and provided, further, that for purposes of calculating the
Consolidated Fixed Charge Coverage Ratio, the Consolidated Interest
Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated
Senior Debt Ratio, (i) the Consolidated EBITDA of any Person acquired
by the Borrower or its Subsidiaries in a Permitted Acquisition during
any period, and any Cost Savings in connection with such Permitted
Acquisition, shall be included in the calculation of the Consolidated
EBITDA of the Borrower and its Subsidiaries for such period on a pro
forma basis for such period (assuming the consummation of such
Permitted Acquisition and the incurrence or assumption of any
Indebtedness in connection therewith occurred on the first day of such
period) if the consolidated statements of income and of cash flows
(which statement of cash flows shall be sufficient to reflect
broadcast cash flows and EBITDA) of such acquired Person and its
consolidated Subsidiaries for the period in respect of which
Consolidated EBITDA is to be calculated, and, to the extent
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available, the related statement of stockholders' equity for such
period and the consolidated balance sheet of such acquired Person and
its consolidated Subsidiaries as at the end of the period preceding
the acquisition of such Person, (A) have been previously provided to
the Administrative Agent and the Lenders and (B) either (x) have been
reported on without a qualification arising out of the scope of the
audit by independent certified public accountants of nationally
recognized standing or (y) have been found acceptable by the
Administrative Agent, it being understood that the acceptability of
such financial statements would be determined based on the quality and
method of presentation, and not the substance, of the financial
information presented therein, and (ii) in the event that FCC approval
is pending for a Permitted Acquisition during any period, the EBITDA
of any radio station being operated under a Local Marketing Agreement
entered into in connection with such pending Permitted Acquisition
shall be included in the calculation of the Consolidated EBITDA of the
Borrower and its Subsidiaries for such period on a pro forma basis for
such period (assuming such Local Marketing Agreement became effective
on the first day of such period), it being understood that payments
made by the Borrower or any such Subsidiary for the right to operate
such station under the Local Marketing Agreement shall not be taken
into account in determining EBITDA of such station.
"Consolidated Fixed Charge Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period less Maintenance
CapEx for such period to (b) Consolidated Fixed Charges for such
period.
"Consolidated Fixed Charges": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period, (b)
provision for cash income taxes made by the Borrower or any of its
Subsidiaries on a consolidated basis in respect of such period, (c)
scheduled payments made during such period on account of principal of
Indebtedness of the Borrower or any of its Subsidiaries (including
scheduled principal payments in respect of the Term Loans and
scheduled reductions of the Revolving Credit Commitments) and (d)
total cash dividend payments made during such period in respect of
Preferred Stock.
"Consolidated Interest Expense": for any period, total cash
interest expense (including that attributable to Capital Lease
Obligations) of the Borrower and its Subsidiaries for such period with
respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries (including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of
credit and bankers' acceptance financing and net costs under Hedge
Agreements in respect of interest rates to the extent such net costs
are allocable to such period in accordance with GAAP) minus total cash
interest income (calculated as if the Eurodollar Rate in effect on the
Calculation Date (as defined below) had been the applicable rate for
the entire period) of the Borrower and its Subsidiaries for such
period with respect to Excess Cash on Hand (after giving effect to any
allocation of Excess Cash on Hand to be used for Permitted
Acquisitions) on the Calculation Date. In the event that the Borrower
or any of its Subsidiaries incurs, assumes, guarantees or redeems any
Indebtedness or issues or redeems Preferred Stock subsequent to the
commencement of
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the period for which the calculation of the Consolidated Fixed Charge
Coverage Ratio and the Consolidated Interest Coverage Ratio is made
(the "Calculation Date"), then Consolidated Interest Expense shall be
calculated giving pro forma effect to such incurrence, assumption,
guarantee or redemption of Indebtedness, or such issuance or
redemption of Preferred Stock, as if the same had occurred at the
beginning of the applicable four-quarter period. For purposes of this
definition, whenever pro forma effect is to be given to a transaction,
the pro forma calculations shall be made as determined in good faith
by a Responsible Officer of the Borrower. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in
effect on the Calculation Date had been the applicable rate for the
entire period (taking into account any Hedging Agreements applicable
to such Indebtedness). Interest that may optionally be determined at
an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to
have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Borrower may designate.
"Consolidated Leverage Ratio": as at the last day of any period
of four consecutive fiscal quarters, the ratio of (a) Consolidated
Total Debt on such day to (b) Consolidated EBITDA for such period.
"Consolidated Senior Debt Ratio": as of the last day of any
period of four consecutive fiscal quarters, the ratio of (a)
Consolidated Senior Debt on such day to (b) Consolidated EBITDA for
such period.
"Consolidated Total Debt": at any date, the aggregate principal
amount of all Funded Debt of the Borrower and its Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP,
minus, with respect to any date occurring on or prior to September 30,
1998, Excess Cash on Hand at such date (after giving effect to any
allocation of Excess Cash on Hand to be used for Permitted
Acquisitions), to the extent such Excess Cash on Hand is not subject
to any Lien in favor of a third party (other than the Lien in favor of
the Administrative Agent for the benefit of the Lenders).
"Cost Savings": for any period, cost savings attributable to such
period in conjunction with a Permitted Acquisition which result from
employee terminations, facilities consolidations and closings,
standardization of employee benefits and compensation practices,
consolidation of property, casualty and other insurance coverage and
policies, standardization of sales representation commissions and
other contract rates, reductions in taxes other than income taxes, and
other similar cost savings attributable to such Permitted Acquisition,
which cost savings the Borrower reasonably believes in good faith
would have been achieved during such period as a result of such
acquisition (regardless of whether such cost savings could then be
reflected in pro forma financial statements under GAAP); provided that
(a) such cost savings and cost savings measures were identified and
such cost savings were quantified in a certificate of a Responsible
Officer of the Borrower delivered to the
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Administrative Agent at the time of the consummation of such Permitted
Acquisition (it being understood that such certificate may be amended
by the Borrower from time to time thereafter by furnishing a revised
certificate of a Responsible Officer as to the matters set forth in
this clause (a)) and (b) with respect to each Permitted Acquisition
completed prior to the 90th day preceding such date of determination,
actions were commenced or initiated by the Borrower or its
Subsidiaries within 90 days of such acquisition to effect the cost
savings measures identified in such officers' certificate (regardless,
however, of whether the corresponding cost savings were ultimately
achieved).
"Preferred Stock": the collective reference to (a) the Borrower's
non-voting Class A Cumulative Preferred Stock owned, beneficially and
of record on the date hereof, by The Northwestern Mutual Life
Insurance Company, (b) the Exchangeable Preferred Stock and (c) any
additional non-voting cumulative preferred stock issued by the
Borrower after the date hereof so long as any such preferred stock
referred to in this clause (c), by its terms, (i) may not be
purchased, redeemed, retired or otherwise acquired for value prior to
the first anniversary of the Final Maturity Date and (ii) provides for
the payment of dividends thereon solely in additional shares of
non-voting cumulative preferred stock.
"Senior Subordinated Notes": up to $150,000,000 in aggregate
principal amount of senior subordinated notes of the Borrower to be
issued pursuant to the Senior Subordinated Note Indenture, provided
that the terms and conditions of such notes are acceptable to the
Agents.
"Specified Change of Control": a "Change of Control" (or an event
of similar designation), as defined in any Indenture.
"Subordinated Debt": the collective reference to (a) the Senior
Subordinated Notes, (b) the Subordinated Exchange Debentures and (c)
any other unsecured Indebtedness of the Borrower or any of its
Subsidiaries so long as, with respect to any such Subordinated Debt
referred to in this clause (c), (i) no part of the principal thereof
shall be required to be paid (whether by way of mandatory sinking
fund, mandatory redemption, mandatory prepayment or otherwise) prior
to the Final Maturity Date, (ii) the payment of the principal of and
interest thereon and on other obligations of the Borrower and its
Subsidiaries in respect thereof shall be subordinated, on terms and
conditions approved in writing by the Required Lenders, to the prior
payment in full of the principal of and interest (including
post-petition interest) on the Loans and all other obligations and
liabilities of the Loan Parties to the Agents and the Lenders
hereunder and under the other Loan Documents and (iii) all other terms
and conditions thereof shall be satisfactory in form and substance to
the Required Lenders (as evidenced by their prior written approval
thereof).
(b) by adding thereto the following definitions in their
appropriate alphabetical order:
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"Exchangeable Preferred Stock": the Borrower's Series A
Cumulative Exchangeable Redeemable Preferred Stock due 2009, a portion
of which will be issued to The Northwestern Mutual Life Insurance
Company in exchange for the preferred stock referred to in clause (a)
of the definition of Preferred Stock, provided that the terms and
conditions of such preferred stock are acceptable to the Agents.
"Indentures": the collective reference to the Senior Subordinated
Note Indenture and the Subordinated Exchange Debenture Indenture.
"Maintenance CapEx": for each fiscal year of the Borrower, the
product of $30,000 multiplied by the number of radio broadcast
stations owned by the Borrower and its Subsidiaries as at the last day
of the applicable measurement period.
"Subordinated Exchange Debenture Indenture": the Indenture to be
entered into by the Borrower in connection with the issuance of the
Subordinated Exchange Debentures, together with all instruments and
other agreements entered into by the Borrower in connection therewith,
the terms of which shall be acceptable to the Agents, as the same may
be amended, supplemented or otherwise modified from time to time in
accordance with Section 7.9.
"Subordinated Exchange Debentures": up to $219,000,000 in
aggregate principal amount of subordinated exchange debentures of the
Borrower to be issued pursuant to the Subordinated Exchange Debenture
Indenture upon the exchange, at the Borrower's option, of shares of
Exchangeable Preferred Stock, provided that the terms and conditions
of such notes are acceptable to the Agents.
2.2 Amendment to Section 2.10(a) of the Credit Agreement.
Section 2.10(a) of the Credit Agreement is hereby amended by deleting from the
parenthetical therein the words "and (iii)" and substituting in lieu thereof the
following:
, (iii) any Exchangeable Preferred Stock issued within six months of
the Closing Date and (iv)
2.3 Amendment to Section 4.21 of the Credit Agreement. Section
4.21 of the Credit Agreement is hereby amended by deleting said section in its
entirety and substituting in lieu thereof the following:
4.21 Senior Indebtedness. Upon execution of any Indenture, (a)
the Obligations will constitute "Senior Indebtedness" (or an
equivalent designation) of the Borrower under and as defined in such
Indenture and (b) the obligations of each Subsidiary Guarantor under
the Guarantee and Collateral Agreement will constitute "Guarantor
Senior Indebtedness" (or an equivalent designation) of such Subsidiary
Guarantor under and as defined in such Indenture.
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2.4 Amendment to Section 6.2(e) of the Credit Agreement.
Section 6.2(e) of the Credit Agreement is hereby amended by deleting said
section in its entirety and substituting in lieu thereof the following:
(e) no later than ten Business Days prior to the effectiveness
thereof, copies of substantially final drafts of each Indenture and,
no later than five Business Days prior to the effectiveness thereof,
copies of substantially final drafts of any proposed amendment,
supplement, waiver or other modification with respect to any Indenture
or any Acquisition Agreement;
2.5 Amendments to Section 7.1 of the Credit Agreement.
(a) Section 7.1(a) of the Credit Agreement is hereby amended
by deleting in its entirety the table set forth in said section and substituting
in lieu thereof the following:
Consolidated
Test Period Leverage Ratio
----------- --------------
Closing Date to September 29, 1998 8.00 to 1.00
September 30, 1998 7.50 to 1.00
October 1, 1998 to December 31, 1998 7.00 to 1.00
January 1, 1999 to March 31, 1999 6.75 to 1.00
April 1, 1999 to June 30, 1999 6.50 to 1.00
July 1, 1999 to December 31, 1999 6.00 to 1.00
January 1, 2000 and thereafter 5.50 to 1.00
(b) Section 7.1(b) of the Credit Agreement is hereby amended
by deleting in its entirety the table set forth in said section and substituting
in lieu thereof the following:
Consolidated
Test Period Senior Debt Ratio
----------- -----------------
Closing Date to the earlier
of (x) the date of
consummation of the IPO
and (y) July 31, 1998 8.00 to 1.00
the earlier of (x) the
day immediately
following consummation
of the IPO and (y) August 1, 1998
to December 31, 1998 5.00 to 1.00
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Consolidated
Test Period Senior Debt Ratio
----------- -----------------
January 1, 1999 to June 30, 1999 4.50 to 1.00
July 1, 1999 to December 31, 1999 4.00 to 1.00
January 1, 2000 and thereafter 3.50 to 1.00
(c) Section 7.1(c) of the Credit Agreement is hereby amended
by deleting in its entirety the table set forth in said section and substituting
in lieu thereof the following:
Consolidated Interest
Test Period Coverage Ratio
----------- ---------------------
Closing Date to September 30, 1998 1.30 to 1.00
October 1, 1998 to December 31, 1998 1.40 to 1.00
January 1, 1999 to March 31, 1999 1.50 to 1.00
April 1, 1999 to September 30, 1999 1.70 to 1.00
October 1, 1999 to June 30, 2000 2.00 to 1.00
July 1, 2000 to June 30, 2001 2.25 to 1.00
July 1, 2001 and thereafter 2.50 to 1.00
(d) Section 7.1(d) of the Credit Agreement is hereby amended
by deleting said section in its entirety and substituting in lieu thereof the
following:
(d) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four
consecutive fiscal quarters of the Borrower to be less than 1.10 to
1.00.
2.6 Amendments to Section 7.2(f) of the Credit Agreement.
Section 7.2(f) of the Credit Agreement is hereby amended by deleting said
section in its entirety and substituting in lieu thereof the following:
(f) Indebtedness of the Borrower in respect of (i) the Senior
Subordinated Notes in an aggregate principal amount not to exceed
$150,000,000 and (ii) (A) the Exchangeable Preferred Stock having an
aggregate liquidation preference not in excess of $219,000,000 or (B)
the Subordinated Exchange Debentures in an aggregate principal amount
not to exceed $219,000,000, so long as the Borrower shall have
furnished to the Administrative Agent a certificate of a Responsible
Officer to the effect that on the date of issuance of the Subordinated
Exchange Debentures no Default or Event of Default shall have occurred
and be continuing or would result from the issuance thereof and
demonstrating that after giving effect to such issuance
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the Borrower shall be in pro forma compliance with the financial
covenants set forth in Section 7.1 and is projected to be in
compliance with such financial covenants through the Final Maturity
Date;
2.7 Amendment to Section 7.6 of the Credit Agreement. Section
7.6 of the Credit Agreement is hereby amended by deleting the words "and (b) the
Borrower may pay dividends solely in additional shares of Preferred Stock in
respect of the shares of Preferred Stock" and substituting in lieu thereof the
following:
, (b) to the extent the Borrower has Excess Cash Flow that is not
required to be applied toward the prepayment of the Term Loans and the
reduction of the Revolving Credit Commitments pursuant to Section
2.10(c) ("Available Excess Cash"), the Borrower may use a portion of
such Available Excess Cash to pay cash dividends on the shares of
Exchangeable Preferred Stock, so long as (i) the Borrower applies an
equal amount of Available Excess Cash toward the prepayment of the Term
Loans and the reduction of the Revolving Credit Commitments in the
order set forth in Section 2.10(d), (ii) no Default or Event of Default
shall have occurred and be continuing or would result from the payment
of such dividend and (iii) after giving effect to the payment of such
dividend the Borrower shall be in pro forma compliance with the
financial covenants set forth in Section 7.1, and (c) the Borrower may
pay dividends in additional shares of Preferred Stock in respect of the
shares of Preferred Stock
2.8 Amendment to Section 7.7 of the Credit Agreement. Section
7.7(a) of the Credit Agreement is hereby amended by deleting clause (i) thereof
in its entirety and substituting in lieu thereof the words "(i) Maintenance
CapEx for such year and".
2.9 Amendment to Section 7.9 of the Credit Agreement. Section
7.9 of the Credit Agreement is hereby amended by deleting said section in its
entirety and substituting in lieu thereof the following:
7.9 Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make or offer to make any optional or voluntary
payment, prepayment, repurchase or redemption of or otherwise
voluntarily or optionally defease, the Senior Subordinated Notes or the
Subordinated Exchange Debentures, (b) amend, modify or otherwise
change, or consent or agree to any amendment, modification, waiver or
other change to, any of the terms of the Senior Subordinated Notes or
the Subordinated Exchange Debentures (in each case, other than any such
amendment, modification, waiver or other change which (i) would extend
the maturity or reduce the amount of any payment of principal thereof,
reduce the rate or extend the date for payment of interest thereon or
relax any covenant or other restriction applicable to the Borrower or
any of its Subsidiaries and (ii) does not involve the payment of a
consent fee), (c) designate any Indebtedness (other than the
Obligations) as "Designated Senior Indebtedness" for the purposes of
the Senior Subordinated Note Indenture, (d) designate any Indebtedness
(other than the Obligations and the Senior Subordinated Notes) as
"Designated Senior Indebtedness" for the purposes of the Subordinated
Exchange Debenture Indenture or (e) amend its certificate of
incorporation in any
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manner determined by the Administrative Agent to be adverse to the
Lenders (other than amendments to its certificate of incorporation
acceptable to the Administrative Agent relating to the creation of the
Exchangeable Preferred Stock and the creation of the Borrower's Class
A, Class B and Class C common stock).
2.10 Amendments to Section 8 of the Credit Agreement.
(a) Section 8(l) of the Credit Agreement is hereby amended by
adding the word "or" at the end thereof.
(b) Section 8 of the Credit Agreement is hereby amended by
adding after paragraph (l) thereof a new paragraph (m) as follows:
(m) The Subordinated Exchange Debentures or any guarantees
thereof shall cease, for any reason, to be validly subordinated to the
Obligations or the obligations of the Subsidiary Guarantors under the
Guarantee and Collateral Agreement, as the case may be, as provided in
the Subordinated Exchange Debenture Indenture, or any Loan Party, any
Affiliate of any Loan Party, the trustee in respect of the Subordinated
Exchange Debentures or the holders of at least 25% in aggregate
principal amount of the Subordinated Exchange Debentures shall so
assert;
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which the
Borrower and the Lenders shall have executed and delivered to the Administrative
Agent this Amendment and each Subsidiary Guarantor shall have executed the
Acknowledgement and Consent in the form annexed hereto.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The representations
and warranties made by the Loan Parties in the Loan Documents are true and
correct on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct as of such earlier date.
SECTION 5. PAYMENT OF EXPENSES. The Borrower agrees to pay or
reimburse the Agents for all of their reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment and any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Agents.
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On
and after the Amendment Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit
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Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or any Agent under any of the Loan
Documents. Except as expressly amended herein, all of the provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full force
and effect in accordance with the terms thereof and are hereby in all respects
ratified and confirmed.
SECTION 7. COUNTERPARTS. This Amendment may be executed by one
or more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Amendment signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.
SECTION 8. GOVERNING LAW. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
CUMULUS MEDIA INC.
By:
----------------------------------
Name:
Title:
XXXXXX COMMERCIAL PAPER INC., as
Lender
By:
----------------------------------
Name:
Title:
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Guarantee and Collateral Agreement, dated as of March 2, 1998, made by the
undersigned corporations in favor of the Administrative Agent, for the benefit
of the Lenders, hereby (a) consents to the transactions contemplated by this
Amendment and (b) acknowledges and agrees that the guarantees (and grants of
collateral security therefor) contained in such Guarantee and Collateral
Agreement are, and shall remain, in full force and effect after giving effect to
this Amendment and all prior modifications to the Credit Agreement.
CUMULUS BROADCASTING, INC.
By:
-----------------------------------------
Title:
CUMULUS LICENSING CORP.
By:
-----------------------------------------
Title:
FORJAY BROADCASTING
CORPORATION
By:
-----------------------------------------
Title:
FORJAY LICENSING CORP.
By:
-----------------------------------------
Title:
MINORITY RADIO ASSOCIATES, INC.
By:
-----------------------------------------
Title:
13
MRA LICENSING CORP.
By:
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Title:
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