EXHIBIT 10.17 AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2004, among CUMULUS MEDIA INC., a Delaware corporation (the "Borrower"), the Lenders party hereto and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as...
EXECUTION COPY
EXHIBIT 10.17
AMENDMENT AND RESTATEMENT AGREEMENT dated as of November
18, 2004, among CUMULUS MEDIA INC., a Delaware corporation
(the "Borrower"), the Lenders party hereto and JPMORGAN CHASE
BANK, N.A. (formerly known as JPMorgan Chase Bank), as
Administrative Agent under the Credit Agreement dated as of
March 28, 2002, as amended and restated as of April 28, 2003,
as further amended and restated as of January 29, 2004, and as
further amended and restated as of July 15, 2004 (as amended,
supplemented and modified and in effect on the date hereof,
the "Existing Credit Agreement"), among the Borrower, the
lenders referred to therein and the Administrative Agent.
WHEREAS, the Borrower has requested, and the Required Restatement
Lenders and the Administrative Agent have agreed, upon the terms and subject to
the conditions set forth herein, that (a) the Tranche F Lenders extend credit in
the form of Tranche F Term Loans on the Restatement Effective Date, in an
aggregate principal amount equal to $75,000,000, (b) the Increasing Revolving
Lenders and Additional Revolving Lenders extend credit in the form of Additional
Revolving Commitments on the Restatement Effective Date, resulting in Revolving
Commitments of $181,875,000 (after giving effect to the terminations of certain
Revolving Commitments as described herein), (c) the Existing Credit Agreement be
amended and restated as provided herein and (d) certain provisions of the
Collateral Agreement shall be amended as set forth below;
NOW, THEREFORE, the Borrower, the Required Restatement Lenders and
the Administrative Agent hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Restated Credit
Agreement referred to below. As used in this Agreement, "Required Restatement
Lenders" means, at any time, (a) Lenders constituting the "Required Lenders"
under, and as defined in, the Existing Credit Agreement at such time (such
lenders, the "Consenting Lenders"), (b) the Increasing Revolving Lenders
referred to below and (c) the Tranche F Lenders and the Additional Revolving
Lenders referred to below.
SECTION 2. Restatement Effective Date. (a) The transactions provided
for in Sections 3 through 5 hereof shall be consummated at a closing to be held
on the Restatement Effective Date at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP,
or at such other time and place as the Borrower and the Administrative Agent
shall agree upon.
(b) The "Restatement Effective Date" shall be specified by the
Borrower, and shall be a date not later than November 19, 2004, as of which all
the conditions set forth or referred to in Section 6 hereof shall have been
satisfied. The Borrower shall give not less than one Business Day's written
notice proposing a date as the Restatement Effective Date to the Administrative
Agent, and the Administrative Agent shall notify the Lenders thereof. This
Agreement shall terminate at 5:00 p.m., New York City time, on
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November 19, 2004, if the Restatement Effective Date shall not have occurred at
or prior to such time.
SECTION 3. Tranche F Term Loans; Additional Revolving Commitments.
(a) Subject to the terms and conditions set forth herein, each Person that
executes and delivers this Agreement specifically in the capacity as a Tranche F
Lender (a "Tranche F Lender") agrees to make Tranche F Term Loans to the
Borrower on the Restatement Effective Date in an aggregate principal amount not
exceeding the amount set forth on Schedule 1 hereto (such Lender's "Tranche F
Commitment"). Subject to the terms and conditions set forth herein, each Tranche
F Lender will make Tranche F Term Loans to the Borrower on the Restatement
Effective Date in the manner contemplated by paragraph (d) of this Section. The
Tranche F Commitments are several and not joint and no Tranche F Lender shall be
responsible for any other Tranche F Lender's failure to make Tranche F Term
Loans hereunder.
(b) Subject to the terms and conditions set forth herein, each
existing Revolving Lender under and as defined in the Existing Credit Agreement
(in each case, an "Existing Revolving Lender") that executes and delivers this
Agreement specifically in the capacity of an Increasing Revolving Lender (an
"Increasing Revolving Lender") will be deemed upon the Restatement Effective
Date to have agreed to the terms of this Agreement and to have agreed to
increase its existing Revolving Commitment under the Existing Credit Agreement
by an amount (such Lender's "Increased Revolving Commitment"), that results in a
Revolving Commitment for such Increasing Revolving Lender under the Restated
Credit Agreement in the amount set forth in Schedule 2.01 of the Restated Credit
Agreement. Subject to the terms and conditions set forth herein, each Person
that executes and delivers this Agreement specifically in the capacity of an
Additional Revolving Lender (an "Additional Revolving Lender") will be deemed
upon the Restatement Effective Date to have agreed to the terms of this
Agreement and to have agreed to have a Revolving Commitment under the Restated
Credit Agreement in the amount set forth in Schedule 2.01 of the Restated Credit
Agreement.
(c) The Revolving Commitments (under, and as defined in, the
Existing Credit Agreement) of the Existing Revolving Lenders that are not listed
on Schedule 2.01 of the Restated Credit Agreement shall terminate effective on
the Restatement Effective Date. The effect of paragraph (b) above and this
paragraph (c) shall be that the Revolving Commitments and Revolving Lenders
shall be as set forth in Schedule 2.01 of the Restated Credit Agreement,
effective on the Restatement Effective Date.
(d) The Tranche F Term Loans shall be made on the Restatement
Effective Date. The provisions of Sections 2.02 and 2.05 of the Restated Credit
Agreement shall apply for all purposes of making the Tranche F Term Loans,
except as otherwise provided herein. The Borrower shall notify the
Administrative Agent of the Tranche F Borrowing to be made on the Restatement
Effective Date in the same manner as provided for requesting a Revolving
Borrowing under Section 2.03 of the Restated Credit Agreement, mutatis mutandis;
provided that the Tranche F Lenders waive the requirement that the Borrower
notify the Administrative Agent of its request for a
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Eurodollar Borrowing three Business Days before the date of the proposed
Borrowing pursuant to Section 2.03 of the Restated Credit Agreement.
(e) On the Restatement Effective Date the Borrower shall (i) repay
all outstanding Revolving Loans outstanding under the Existing Credit Agreement,
together with accrued and unpaid interest thereon, and any other amounts
(including amounts under Section 2.15 of the Existing Credit Agreement) owing in
respect of such Revolving Loans and (ii) pay all fees accrued and owing to
Existing Revolving Lenders that will not continue to be Revolving Lenders under
the Restated Credit Agreement. Such payments shall be made without prejudice to
the Borrower's rights to finance any such payments by borrowing Revolving Loans
under the Restated Credit Agreement in accordance with the terms thereof.
(f) Unless the Administrative Agent shall have received notice prior
to the Restatement Effective Date from a Tranche F Lender that such Lender will
not make available to the Administrative Agent such Lender's share of such
Tranche F Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with this Section. If any
Tranche F Lender shall default in the payment of any amount due from it under
this Section, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such defaulted amount (to the
extent so advanced by the Administrative Agent on behalf of such defaulting
Lender) to the Administrative Agent, together with interest on such amount at
the interest rate applicable to ABR Loans that are Tranche F Borrowings from the
Restatement Effective Date to the date of payment. Upon any such payment by the
Borrower, the Borrower shall have the right, at the defaulting Lender's expense,
upon notice to the defaulting Lender and to the Administrative Agent, to require
such defaulting Lender to transfer and assign without recourse (in accordance
with and subject to the restrictions contained in Section 9.04 of the Restated
Credit Agreement) all its interests, rights and obligations as a Tranche F
Lender under the Restated Credit Agreement to another financial institution
which shall assume such interests, rights and obligations, provided that (i) no
such assignment shall conflict with any law, rule or regulation or order of any
Governmental Authority and (ii) the assignee shall pay, in immediately available
funds on the date of such assignment, to the Borrower, the amount of the
defaulted amount of the Tranche F Term Loans that the Borrower paid to the
Administrative Agent pursuant to the preceding sentence.
SECTION 4. Amendment and Restatement of the Existing Credit
Agreement; Loans and Letters of Credit. (a) Effective on the Restatement
Effective Date, the Existing Credit Agreement (excluding the annexes, schedules
and exhibits thereto that are not attached as part of Exhibit A hereto, which
shall remain as in effect prior to the Restatement Effective Date) is hereby
amended and restated to read in its entirety as set forth in Exhibit A hereto
(the "Restated Credit Agreement"), and the Administrative Agent is hereby
directed by the Required Restatement Lenders to enter into such Loan Documents
and to take such other actions as may be required to give effect to the
transactions contemplated hereby. Subject to the satisfaction of the conditions
precedent set forth in Section 6, execution and delivery of this Agreement shall
be deemed execution and delivery of the Restated Credit Agreement in the form
set
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forth in Exhibit A hereto, and each of the Tranche F Lenders and Increasing
Revolving Lenders acknowledges and agrees that it shall be deemed to become
party thereto effective on the Restatement Effective Date. From and after the
effectiveness of such amendment and restatement, the terms "Agreement", "this
Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar
import, as used in the Restated Credit Agreement, shall, unless the context
otherwise requires, refer to the Existing Credit Agreement as amended and
restated in the form of the Restated Credit Agreement, and the term "Credit
Agreement", as used in the other Loan Documents, shall mean the Restated Credit
Agreement.
(b) All Letters of Credit outstanding under the Existing Credit
Agreement on the Restatement Effective Date shall continue to be outstanding
under the Restated Credit Agreement and the terms of the Restated Credit
Agreement will govern the rights of the Lenders and the Issuing Bank with
respect thereto.
SECTION 5. Amendment of Collateral Agreement. The Required
Restatement Lenders hereby consent to the amendment of the Collateral Agreement,
effective on the Restatement Effective Date, to exclude the Excluded Borrower
Stock from the Collateral thereunder.
SECTION 6. Conditions. The consummation of the transactions set
forth in Sections 3 through 5 of this Agreement shall be subject to the
satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received
from the Borrower and the Required Restatement Lenders either (i) a
counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement,
which, when taken together, bear the signatures of each of the Borrower,
the Administrative Agent and the Required Restatement Lenders.
(b) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated
the Restatement Effective Date) of each of (i) ▇▇▇▇▇ Day, counsel for the
Borrower, substantially in the form of Exhibit B-1 and (ii) ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, Chtd., Nevada local counsel for the Borrower, substantially in
the form of Exhibit B-2 and, in the case of each such opinion required by
this paragraph, covering such other matters relating to the Loan Parties,
the Loan Documents or the Restatement Transactions as the Required
Restatement Lenders shall reasonably request. The Borrower hereby requests
such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of each
Loan Party, the authorization of the Restatement Transactions and any
other legal matters relating to the Loan Parties, the Loan Documents or
the Restatement Transactions, all in
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form and substance reasonably satisfactory to the Administrative Agent and its
counsel.
(d) The Administrative Agent shall have received a certificate,
dated the Restatement Effective Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of
the Restated Credit Agreement.
(e) The Administrative Agent shall have received all fees and other
amounts due and payable in connection with this Agreement and the Existing
Credit Agreement on or prior to the Restatement Effective Date, including
the fees described in Section 7 hereof and, to the extent invoiced,
reimbursement or payment of all reasonable out-of-pocket expenses
(including fees, charges and disbursements of counsel) required to be
reimbursed or paid by any Loan Party hereunder or under any other Loan
Document.
(f) The Collateral and Guarantee Requirement shall be satisfied
after giving effect to the Restatement Transactions, and in connection
therewith the Administrative Agent shall have received (i) a completed
Perfection Certificate with respect to the Loan Parties dated the
Restatement Effective Date and signed by an executive officer or Financial
Officer of the Borrower, together with all attachments contemplated
thereby and (ii) to the extent requested by the Administrative Agent, the
results of a search of the Uniform Commercial Code (or equivalent) filings
made with respect to the Loan Parties (including the Subsidiaries party to
the Reaffirmation Agreement) in the jurisdictions contemplated by the
Perfection Certificate and the copies of the financing statements (or
similar documents) disclosed by such search and evidence reasonably
satisfactory to the Administrative Agent that the Liens indicated by such
financing statements (or similar documents) are permitted by the
Collateral Agreement.
(g) The Administrative Agent shall have received evidence that the
insurance required by Section 5.07 of the Restated Credit Agreement and
the Security Documents is in effect.
(h) A Reaffirmation Agreement substantially in the form of Exhibit C
hereto shall have been executed and delivered by each party thereto.
(i) The Administrative Agent shall have received a Borrowing Request
that satisfies the requirements of Section 2.03 of the Existing Credit
Agreement or is otherwise satisfactory to the Administrative Agent with
respect to the Tranche F Term Loans and any Revolving Loans to be made on
the Restatement Effective Date.
(j) The Administrative Agent shall have received (or concurrently
with the consummation of the transactions contemplated hereby shall
receive) the payments contemplated by Section 3(e) hereof.
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The Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the consummation of the transactions set forth in
Sections 3 through 5 of this Agreement and the obligations of the Tranche F
Lenders to make the Tranche F Term Loans and the Increasing Revolving Lenders
and Additional Revolving Lenders to increase or provide their Revolving
Commitments, as applicable, hereunder shall not become effective unless each of
the foregoing conditions is satisfied (or waived pursuant to Section 8 below) at
or prior to 5:00 p.m., New York City time, on November 19, 2004 (and, in the
event such conditions are not so satisfied or waived, the Tranche F Commitments
and the agreements of the Increasing Revolving Lenders and Additional Revolving
Lenders shall terminate at such time).
SECTION 7. Amendment and Restatement Fee. In consideration of the
agreements of the Lenders contained in this Agreement, the Borrower agrees to
pay to the Administrative Agent, for the account of each Lender (other than
JPMorgan Chase Bank, N.A. in its capacity as a Lender) that delivers an executed
counterpart of this Agreement at or prior to 5:00 p.m., New York time, on
November 18, 2004, an amendment and restatement fee in an amount equal to (a)
0.10% of the sum of such Lender's Tranche A1 Term Loans and Tranche E Term
Loans, (b) 0.25% of the excess, if any, of such Lender's Revolving Commitment
under the Restated Credit Agreement over such Lender's Revolving Commitment
under the Existing Credit Agreement and (c) 0.10% of such Lender's Revolving
Commitment under the Existing Credit Agreement; provided that such fee shall not
be payable unless and until all conditions to the effectiveness of this
Agreement as provided in Section 6 (other than payment of such amendment and
restatement fee) shall have been satisfied.
SECTION 8. Effectiveness; Counterparts; Amendments. This Agreement
shall become effective when copies hereof which, when taken together, bear the
signatures of the Borrower, the Administrative Agent and the Required
Restatement Lenders shall have been received by the Administrative Agent. This
Agreement may not be amended nor may any provision hereof be waived except
pursuant to a writing signed by the Borrower, the Administrative Agent and the
Required Restatement Lenders. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or other
electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 9. No Novation. This Agreement shall not extinguish the
Loans outstanding under the Existing Credit Agreement. Nothing herein contained
shall be construed as a substitution or novation of the Loans outstanding under
the Existing Credit Agreement, which (except for the Revolving Loans under the
Existing Credit Agreement, which shall be prepaid as provided herein) shall
remain outstanding after the Restatement Effective Date as modified hereby. The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 of the Restated Credit
Agreement will continue to be effective as to all matters arising out of or in
any way related to facts or events existing or occurring prior to the
Restatement Effective Date.
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SECTION 10. Notices. All notices hereunder shall be given in
accordance with the provisions of Section 9.01 of the Restated Credit Agreement.
SECTION 11. Applicable Law; Waiver of Jury Trial. (a) THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
(b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF
THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first written above.
CUMULUS MEDIA INC.,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Chairman, President and Chief
Executive Officer
9
JPMORGAN CHASE BANK, N.A. (formerly
known as JPMorgan Chase Bank), individually
and as Administrative Agent,
by
_________________________________________
Name:
Title:
10
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
American Express Certificate Company
By: American Express Asset Management
Group as Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
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SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
American Money Management Corp.
Executing as a Consenting Lender:
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By /s/ ▇▇▇▇▇▇▇ ▇. Eng
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Eng
Title: Senior Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
12
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
American Money Management Corp.
Executing as a Consenting Lender:
AMMC CLO III, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By /s/ ▇▇▇▇▇▇▇ ▇. Eng
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Eng
Title: Senior Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
13
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Sankaty Advisors, LLC as Collateral
Manager for ▇▇▇▇▇ POINT CLO,
LTD., as Term Lender
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
14
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
BALLYROCK CLO II Limited, By: BALLYROCK
Investment Advisors LLC, as Collateral
Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
15
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Bank of America, N.A.
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Additional Revolving Lender:
By
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
16
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Bedford CDO, Limited
By: Pacific Investment Management Company
LLC, as its Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
By
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
17
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Big Sky III Senior Loan Trust
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
By
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
18
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
BLACKROCK Senior Income Sys.
Executing as a Consenting Lender:
By /s/ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Auth. Sig.
Executing as an Increasing Revolving Lender:
By
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
19
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Calyon New York Branch
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director and Portfolio Manager
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director and Portfolio Manager
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
20
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
` CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL I-INGOTS,
LTD., AS TERM LENDER
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
21
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL II-INGOTS,
LTD., AS TERM LENDER
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
22
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Centurion CDO II, Ltd.
By: American Express Asset Management Group,
Inc. as Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director - Operations
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
23
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Centurion CDO VI, Ltd.
By: American Express Asset Management Group
as Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director - Operations
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
24
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Centurion CDO VII, Ltd.
By: American Express Asset Management Group,
Inc. as Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director - Operations
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
25
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
26
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Citigroug Investments Corporate Loan Fund
Inc.
By: Travelers Asset Management International
Company LLC_____________________________
Executing as a Consenting Lender:
By /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: VP
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
27
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
CIT Lending Services Corporation
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
28
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEEN BANK B.A., "RABOBANK
INTERNATIONAL", NEW YORK BRANCH, as
a Lender
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Director
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Director
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
29
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
CONSTANTUS ▇▇▇▇▇ ▇▇▇▇▇ CDO V,LLC
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS
INVESTMENT ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
30
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager
for DENALI CAPITAL CLO II, LTD., or an
affiliate
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Credit Officer
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
31
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager
for DENALI CAPITAL CLO II, LTD., or an
affiliate
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Credit Officer
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
32
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS
INVESTMENT ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
33
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇ ▇▇▇▇▇ FLOATING-RATE INCOME TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS
INVESTMENT ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
34
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
35
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇ ▇▇▇▇▇ LIMITED DURATION INCOME FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
36
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING-RATE TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
37
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇ ▇▇▇▇▇ VT FLOATING-RATE INCOME FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
38
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
ELF FUNDING TRUST III
Executing as a Consenting Lender:
NEW YORK LIFE INVESTMENT MANAGEMENT, LLC AS
ATTORNEY IN FACT
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
39
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
ELT LTD.
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Agent
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
40
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Fidelity Advisor Service II: Fidelity
Advisor Floating Rate High Income Fund
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
41
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Franklin CLO I, Limited
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
42
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Franklin CLO II, Limited
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
43
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Franklin CLO III, Limited
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
44
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Franklin Floating Rate Trust
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
45
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Franklin Floating Rate Daily Access Fund
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
46
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Franklin Floating Rate Master Series
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
47
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
GENERAL ELECTRIC CAPITAL CORPORATION
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
48
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
State Street Bank & Trust Company as Trustee
For General Motors Welfare Benefit Trust
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
49
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
State Street Bank & Trust Company as Trustee
for GMAM Group Pension Trust I
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
50
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇▇▇ & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
_________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
_________________________________________
Name:
Title:
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
51
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
GULF STREAM-COMPASS CLO 2004-1 LTD
By: Gulf Stream Asset Management LLC As
Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. Love
------------------------------
Name: ▇▇▇▇▇ ▇. Love
Title: Chief Credit Officer
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
52
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
HARBOUR TOWN FUNDING LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
53
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Financing, Inc.
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
54
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
IDS Life Insurance Company
By: American Express Asset Management
Group, Inc. as Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
55
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
ING Capital LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
56
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
ING PRIME RATE TRUST
By: ING Investment Management Co.
As its investment manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
57
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
ING SENIOR INCOME FUND
By: ING Investment Management, Co.
As its investment manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
58
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Jissekikun Funding, Ltd.
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
59
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank NA
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
60
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
KZH CYPRESSTREE-1 LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
61
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
KZH Pondview LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
62
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
KZH STERLING LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
63
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Longhorn CDO (Cayman) LTD.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.
as Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
64
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Longhorn CDO II, LTD.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.
As Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
65
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Longhorn CDO III, LTD
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.,
As Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
66
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Master Senior Floating Rate Trust
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
67
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Monument Capital Ltd
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
68
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
National City Bank
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
69
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN CHASE
BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
New York Life Insurance and Annuity
Corporation
Executing as a Consenting Lender:
New York Life Investment Management LLC
its Investment Manager
By /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
70
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
NYCIM FLATIRON CLO 2003-I Ltd.
Executing as a Consenting Lender:
New York Life Investment Management, LLC
As Collateral Manager and Attorney-In-Fact
By /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
71
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
PPM SHADOW CREEK FUNDING LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
72
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
PPM SPYGLASS FUNDING TRUST
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
73
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR RACE POINT CLO, LIMITED
AS TERM LENDER
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
74
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Sankaty Advisors, LLC as Collateral Manager
for Race Point II CLO, Limited, as Term
Lender
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
75
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
RIVIERA FUNDING LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
76
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
77
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SEMINOLE FUNDING LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
78
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
79
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Sequils-Centurion V, Ltd
By: American Express Asset Management Group,
Inc. as Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director - Operations
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
80
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Schase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Executing as a Consenting Lender:
SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as Collateral
Manager
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
81
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
82
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
_________________________________
Executing as a Consenting Lender:
SEQUILS-MAGNUM, LTD.
By: Pacific Investment Management Company, LLC,
As its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
83
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Stone Tower Debt Advisors LLC, as collateral
manager for:
Stone Tower CLO II Ltd.
Executing as a Consenting Lender:
By /s/ Wi ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: Wi ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
84
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Sumitomo Mitsui Banking Corporation
Executing as a Consenting Lender:
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
85
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
______________________________
Executing as a Consenting Lender:
Sun Life Assurance Company of Canada (US)
By Fairlead Capital Management, Inc. as
Sub-Advisor
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Partner
Executing as an Increasing Revolving Lender:
by
______________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
______________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
86
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SunTrust Bank
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Executing as an Additional Revolving Lender:
by
___________________________________________
Name:
Title:
-----------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
87
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank),AS ADMINISTRATIVE AGENT
Name of Institution (1):
THE BANK OF NEW YORK
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
-------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
88
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
THE NORINCHUKIN BANK, NEW YORK
BRANCH, through State Street Bank and Trust
Company ▇.▇.▇▇ Fiduciary Custodian By:▇▇▇▇▇
▇▇▇▇▇ Management: Attorney-in-fact
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
________________________________________
Name:
Title:
--------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
89
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution (1):
TOLLI & CO. By: ▇▇▇▇▇ ▇▇▇▇▇ Management As
Investment Advisor
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
________________________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
90
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution (1):
Trumbull THC2 Loan Funding LLC
Executing as a Consenting Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: As Attorney-in-Fact
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
________________________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
91
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE LENDERS PARTY
THERETO AND JPMORGAN CHASE BANK, N.A. (formerly
known as JPMorgan Chase Bank),AS ADMINISTRATIVE
AGENT
Name of Institution (1):
U.S. Bank National Association
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Executing as an Increasing Revolving Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Executing as an Additional Revolving Lender:
by
________________________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
92
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
WACHOVIA BANK, N.A.
Executing as a Consenting Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Director
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Director
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
93
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Waveland - INGOTS, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
Executing as a Consenting Lender:
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
________________________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
94
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Wrigley CDO, Ltd.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
Executing as a Consenting Lender:
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
by
________________________________________
Name:
Title:
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
95
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Key Bank National Association
Executing as a Consenting Lender:
by
________________________________________
Name:
Title:
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: AVP
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
96
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Union Bank of California
Executing as a Consenting Lender:
by
________________________________________
Name:
Title:
Executing as an Increasing Revolving Lender:
by
________________________________________
Name:
Title:
Executing as an Additional Revolving Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
97
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Calyon New York Branch
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
98
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC.,
THE LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Financing, Inc.
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
99
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank NA
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
100
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Key Bank National Association
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: AVP
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
101
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
National City Bank
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
102
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Sumitomo Mitsui Banking Corporation
Executing as a Tranche F Lender:
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
103
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
SunTrust Bank
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
104
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
The Bank of New York
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
105
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
Union Bank of California, N.A.
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
106
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
U.S. Bank National Association
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
107
SIGNATURE PAGE TO
AMENDMENT AND
RESTATEMENT AGREEMENT
AMONG CUMULUS MEDIA INC., THE
LENDERS PARTY THERETO AND JPMORGAN
CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), AS ADMINISTRATIVE AGENT
Name of Institution(1):
WACHOVIA BANK, N.A.
Executing as a Tranche F Lender:
By /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Director
------------------------
(1) EACH LENDER MUST SIGN SEPARATELY IN EACH CAPACITY IN WHICH IT IS
AGREEING TO THE TERMS OF THIS AGREEMENT.
108
Schedule 1
TRANCHE F COMMITMENTS
LENDER TRANCHE F COMMITMENT
----------------------------------- --------------------
Calyon New York Branch $ 2,500,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Financing, Inc. 3,750,000
JPMorgan Chase Bank, N.A. 41,250,000
Key Bank National Association 3,750,000
National City Bank 2,500,000
Sumitomo Mitsui Banking Corporation 3,750,000
Suntrust Bank 2,500,000
The Bank of New York 3,750,000
Union Bank of California, N.A. 3,750,000
U.S. Bank National Association 3,750,000
Wachovia Bank National Association 3,750,000
--------------------
TOTAL: $ 75,000,000.00
--------------------
109
SCHEDULE 2.01 TO RESTATEMENT CREDIT AGREEMENT
REVOLVING COMMITMENTS
Revolving
Revolving Lender Commitment
------------------------------------------ --------------
Bank of America, N.A. $ 29,350,000
CIT Lending Services Corporation 11,875,000
Calyon New York Branch 13,550,000
Cooperative Centrale Raiffeisen-Boerenleen
Bank B.A. 7,500,000
General Electric Capital Corporation 7,125,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Financing, Inc. 7,500,000
ING 8,550,000
JPMorgan Chase Bank, N.A. 17,800,000
Key Bank National Association 7,500,000
National City Bank 9,625,000
Sumitomo Mitsui Banking Corporation 7,500,000
Suntrust Bank 15,450,000
The Bank of New York 7,500,000
Union Bank of California, N.A. 7,500,000
U.S. Bank National Association 16,050,000
Wachovia Bank National Association 7,500,000
------------
TOTAL $181,875,000
------------