FIRST LIEN CREDIT AGREEMENT among CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., as Borrower, CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A. as Administrative Agent, UBS SECURITIES LLC, MIHI LLC, ROYAL BANK OF CANADA, and ING CAPITAL LLC, as...First Lien Credit Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • Delaware
FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of September 16, 2011, among CUMULUS MEDIA INC., a Delaware corporation (“Parent”), CUMULUS MEDIA HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, UBS SECURITIES LLC, MIHI LLC, ROYAL BANK OF CANADA and ING CAPITAL LLC, as co-syndication agents, and U.S. BANK NATIONAL ASSOCIATION and FIFTH THIRD BANK, as co-documentation agents.
SECOND LIEN CREDIT AGREEMENT among CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., as Borrower, CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A. as Administrative Agent, and UBS SECURITIES LLC, MIHI LLC, ROYAL BANK OF CANADA, and ING CAPITAL LLC, as...Second Lien Credit Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • Delaware
SECOND LIEN CREDIT AGREEMENT (this “Agreement”), dated as of September 16, 2011, among CUMULUS MEDIA INC., a Delaware corporation (“Parent”), CUMULUS MEDIA HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, and UBS SECURITIES LLC, MIHI LLC, ROYAL BANK OF CANADA and ING CAPITAL LLC, as co-syndication agents.
WARRANT AGREEMENT between CUMULUS MEDIA INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., AS WARRANT AGENT Dated as of September 16, 2011Warrant Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
This WARRANT AGREEMENT (the “Agreement”) is dated as of September 16, 2011 (the “Effective Date”), between CUMULUS MEDIA INC., a Delaware corporation (the “Company” or “Cumulus”), and COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., and CERTAIN SUBSIDIARIES OF CUMULUS MEDIA INC. in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of September 16, 2011Second Lien Guarantee and Collateral Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 16, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, but in no event including any Foreign Subsidiary, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Second Lien Credit Agreement, dated as of September 16, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CUMULUS MEDIA INC. (“Parent”), CUMULUS MEDIA HOLDINGS INC. (the “Borrower”), the Lenders and the Administrative Agent.
STOCKHOLDERS’ AGREEMENT OF CUMULUS MEDIA INC. dated as of September 16, 2011Stockholders' Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered as of September 16, 2011, among CUMULUS MEDIA INC., a Delaware corporation (the “Company”); BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P. (together, the “BofA Stockholders”); Blackstone FC Communications Partners L.P., (“Blackstone”); Lewis W. Dickey, Jr., John W. Dickey, David W. Dickey, Michael W. Dickey, Lewis W. Dickey, Sr. and DBBC, L.L.C. (collectively, the “Dickey Group Stockholders”); Crestview Radio Investors, LLC (the “Crestview Stockholder”); MIHI LLC (the “Macquarie Stockholder”); UBS Securities LLC (the “UBS Stockholder”); and any Person who becomes a party hereto pursuant to Section 3.1 (each of the foregoing, a “Stockholder” and collectively, the “Stockholders”).
ContractWarrant Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • Delaware
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
CUMULUS MEDIA INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • Georgia
This AGREEMENT (this “Agreement”) is made as of , (the “Date of Grant”) by and between Cumulus Media Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of September 16, 2011, by and among CUMULUS MEDIA INC., a Delaware corporation (the “Company”), CRESTVIEW RADIO INVESTORS, LLC, a Delaware limited liability company (“Crestview Investor”), UBS SECURITIES LLC, a Delaware limited liability company (“UBS Investor”), and each person listed on the signature pages hereto that is purchasing securities of the Company pursuant to the UBS Investor Syndication (each, together with its Affiliates, a “Syndicate Investor” and, together with Crestview Investor, and UBS Investor, collectively, the “Investors”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., and CERTAIN SUBSIDIARIES OF CUMULUS MEDIA INC. in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of September 16, 2011First Lien Guarantee and Collateral Agreement • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 16, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, but in no event including any Foreign Subsidiary, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as of September 16, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CUMULUS MEDIA INC. (“Parent”), CUMULUS MEDIA HOLDINGS INC. (the “Borrower”), the Lenders and the Administrative Agent.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 22nd, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
This First Supplemental Indenture is entered into as of September 16, 2011 (this “First Supplemental Indenture”), by and among Cumulus Media Holdings Inc., a Delaware corporation (the “Holdings”), Cumulus Media Inc., a Delaware Corporation (“CMI”), the other parties hereto, and U.S. Bank National Association, a banking corporation organized and existing under the laws of the United States (the “Trustee”), as Trustee, and as transfer agent, registrar, authentication agent and paying agent under the Indenture referred to below.
