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FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of May 11, 2001 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of August 31, 1999 (as
amended, supplemented or otherwise modified, the "Credit Agreement"), among
CUMULUS MEDIA INC., an Illinois corporation (the "Borrower"), the several banks
and other financial institutions or entities parties thereto (the "Lenders"),
LEHMAN BROTHERS INC., as advisor, lead arranger and book manager, BARCLAYS
CAPITAL, as syndication agent, and LEHMAN 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; and
WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Required 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 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
January 1, 2001 to March 31, 2001 6.75 to 1.00
April 1, 2001 to June 30, 2001 7.35 to 1.00
July 1, 2001 to September 30, 2001 7.25 to 1.00
October 1, 2001 to December 31, 2001 7.00 to 1.00
January 1, 2002 to March 31, 2002 6.75 to 1.00
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Consolidated
Test Period Leverage Ratio
April 1, 2002 to June 30, 2002 6.50 to 1.00
July 1, 2002 to September 30, 2002 6.25 to 1.00
October 1, 2002 to December 31, 2002 6.00 to 1.00
January 1, 2003 and thereafter 5.25 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
January 1, 2001 to March 31, 2001 3.50 to 1.00
April 1, 2001 to June 30, 2001 3.85 to 1.00
July 1, 2001 to December 31, 2001 3.75 to 1.00
January 1, 2002 to March 31, 2002 3.50 to 1.00
April 1, 2002 to June 30, 2002 3.35 to 1.00
July 1, 2002 to December 31, 2002 3.25 to 1.00
January 1, 2003 and thereafter 3.00 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
January 1, 2001 to March 31, 2001 1.40 to 1.00
April 1, 2001 to September 30, 2001 1.35 to 1.00
October 1, 2001 to December 31, 2001 1.40 to 1.00
January 1, 2002 to March 31, 2002 1.45 to 1.00
April 1, 2002 to June 30, 2002 1.50 to 1.00
July 1, 2002 to September 30, 2002 1.55 to 1.00
October 1, 2002 to December 31, 2002 1.65 to 1.00
January 1, 2003 to December 31, 2004 1.30 to 1.00
January 1, 2005 and thereafter 1.40 to 1.00
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Section 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which (a) the
Administrative Agent shall have received (i) an executed counterpart of this
Amendment from the Borrower, (ii) executed Lender Consent Letters (or facsimile
transmissions thereof) from the Required Lenders consenting to the execution of
this Amendment by the Administrative Agent, (iii) an executed Acknowledgment and
Consent in the form annexed hereto from each Subsidiary Guarantor, and (iv) all
fees required to be paid, and all expenses for which invoices have been
presented (including reasonable fees, disbursements and other charges of counsel
to the Administrative Agent) and (b) the Borrower shall have paid to the
Administrative Agent, on behalf of each Lender which shall have executed and
delivered its Lender Consent Letter to counsel to the Administrative Agent by
2:00 p.m. (New York City time) on Friday , May 11, 2001, an amendment fee in an
amount equal to 0.25% of the sum of each such Lender's Revolving Credit
Commitments and Term Loans then outstanding.
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 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. ACKNOWLEDGMENT AND CONFIRMATIONS. The Borrower hereby
acknowledges and confirms that it does not have any grounds and hereby agrees
not to challenge (or to allege or to pursue any matter, cause or claim arising
under or with respect to) the Credit Agreement or any of the other Loan
Documents, any of the terms or conditions thereof or thereunder, or the status
of any thereof as legal, valid and binding obligations enforceable in accordance
with their respective terms; and it does not possess (and hereby forever waives,
remises, releases, discharges and holds harmless the Lenders and the Agents, and
their respective affiliates, stockholders, directors, officers, employees,
attorneys,
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agents and representatives and each of their respective heirs, executors,
administrators, successors and assigns (collectively, the "Indemnified Parties")
from and against, and agrees not to allege or pursue) any action, cause of
action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset,
opposition, demand and other right of action whatsoever, whether in law, equity
or otherwise (which it, all those claiming by, through or under it, or its
successors or assigns, have or may have) against the Indemnified Parties, or any
of them, prior to or as of the date of this Amendment and the effective date of
this Amendment for, upon, or by reason of, any matter, cause or thing
whatsoever, arising out of, or relating to the Credit Agreement or any of the
other Loan Documents (including, without limitation, any payment, performance,
validity or enforceability of any or all of the terms or conditions thereof or
thereunder) or any transaction relating to any of the foregoing, or any or all
actions, courses of conduct or other matters in any manner whatsoever relating
to or otherwise connected with any of the foregoing.
Section 8. 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 9. 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:
LEHMAN COMMERCIAL PAPER INC., as
Administrative Agent
By:
_________________________________________
Name:
Title:
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Amended and Restated Guarantee and Collateral Agreement, dated as of August 31,
1999, 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, (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 and (c) makes each and all of the acknowledgments and confirmations
set forth in Section 7 of this Amendment with any reference therein to "the
Borrower" being deemed to be a reference to such undersigned and any reference
therein to "the Loan Documents" being deemed to be a reference to the Guarantee
and Collateral Agreement.
CUMULUS BROADCASTING, INC.
By: ____________________________
Title:
CUMULUS LICENSING CORP.
By: ____________________________
Title:
CARIBBEAN COMMUNICATIONS COMPANY
LIMITED
By: ____________________________
Title:
GEM RADIO FIVE LTD.
By: ____________________________
Title:
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CUMULUS WIRELESS SERVICES INC.
By: ____________________________
Title:
BROADCAST SOFTWARE INTERNATIONAL
INC.
By: ____________________________
Title:
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LENDER CONSENT LETTER
CUMULUS MEDIA INC.
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 31, 1999
To: Lehman Commercial Paper Inc.,
as Administrative Agent
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement,
dated as of August 31, 1999 (as amended, supplemented or otherwise modified, the
"Credit Agreement"), among Cumulus Media Inc., an Illinois corporation (the
"Borrower"), the Lenders parties thereto, Lehman Brothers Inc., as Arranger,
Barclays Capital, as Syndication Agent, and Lehman Commercial Paper Inc., as
Administrative Agent. Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement are used herein as therein defined.
The Borrower has requested that the Required Lenders amend
certain provisions of the Credit Agreement on the terms described in the
Amendment in the form attached hereto as Exhibit A (the "Amendment").
Pursuant to Section 10.1(b) of the Credit Agreement, the
undersigned Lender hereby consents to the execution by the Administrative Agent
of the Amendment.
Very truly yours,
__________________________________________
(NAME OF LENDER)
By: _____________________________________
Name:
Title:
Dated as of May 11, 2001