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Exhibit 10.8
EXECUTION COPY
SEVENTH AMENDMENT, CONSENT AND WAIVER
SEVENTH AMENDMENT, CONSENT AND WAIVER, dated as of May 1, 1999
(this "Amendment"), to the Credit Agreement, dated as of March 2, 1998 (as
amended, supplemented or otherwise modified, the "Credit Agreement"), among
CUMULUS MEDIA INC., an Illinois corporation formerly known as Cumulus Holdings,
Inc. (the "Borrower"), the several banks and other financial institutions or
entities parties thereto (the "Lenders"), ▇▇▇▇▇▇ BROTHERS INC., as advisor and
arranger, ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as syndication agent, and ▇▇▇▇▇▇
COMMERCIAL PAPER INC., as administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, extensions of credit to the Borrower;
WHEREAS, the Borrower has requested the Required Lenders to
consent to certain acquisitions made by the Borrower, and the Required Lenders
are willing to consent to such acquisitions in the manner provided for in this
Amendment; and
WHEREAS, the Borrower has requested the Required Lenders to
waive and amend a certain covenant in the Credit Agreement, and the Required
Lenders are willing to waive and amend such covenant in the manner provided for
in this Amendment;
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. AMENDMENT TO SECTION 7.1 OF THE CREDIT AGREEMENT.
Section 7.1(a) of the Credit Agreement is hereby amended, effective
retroactively to January 1, 1999, by (1) deleting the ratio "7.00 to 1.00"
appearing directly opposite the words "January 1, 1999 to March 31, 1999"
contained therein and inserting in lieu thereof the ratio "7.50 to 1.00", and
(2) deleting the ratio "6.50 to 1.00" appearing directly opposite the words
"April 1, 1999 to June 30, 1999" contained therein and inserting in lieu thereof
the ratio "7.50 to 1.00".
SECTION 3. WAIVER. The Required Lenders hereby waive any
Default or Event of Default arising from violation of Section 7.1(a) of the
Credit Agreement for the period ended March 31, 1999.
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SECTION 4. CONSENT TO CERTAIN PERMITTED ACQUISITIONS. The
Required Lenders hereby consent to the acquisitions made by the Borrower of
Clarendon County (▇▇▇▇▇▇▇▇), Nautical Broadcasting (▇▇▇▇▇▇▇▇) and Pamplico
Broadcasting (▇▇▇▇▇▇▇▇) as Permitted Acquisitions.
SECTION 5. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which the
Borrower and the Lenders shall have executed and delivered to the Administrative
Agent this Amendment and each Subsidiary Guarantor shall have executed the
Acknowledgment and Consent in the form annexed hereto.
SECTION 6. REPRESENTATIONS AND WARRANTIES. The representations
and warranties made by the Loan Parties in the Loan Documents are true and
correct on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct as of such earlier date.
SECTION 7. PAYMENT OF EXPENSES. The Borrower agrees to pay or
reimburse the Agents for all of their reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment and any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Agents.
SECTION 8. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On
and after the Amendment Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or any Agent under any of the Loan
Documents. Except as expressly amended herein, all of the provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full force
and effect in accordance with the terms thereof and are hereby in all respects
ratified and confirmed.
SECTION 9. COUNTERPARTS. This Amendment may be executed by one
or more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Amendment signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.
SECTION 10. GOVERNING LAW. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
CUMULUS MEDIA INC.
By: /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Director of Finance
▇▇▇▇▇▇ COMMERCIAL PAPER INC., as
Administrative Agent and as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Guarantee and Collateral Agreement, dated as of March 2, 1998, made by the
undersigned corporations in favor of the Administrative Agent, for the benefit
of the Lenders, hereby (a) consents to the transactions contemplated by this
Amendment and (b) acknowledges and agrees that the guarantees (and grants of
collateral security therefor) contained in such Guarantee and Collateral
Agreement are, and shall remain, in full force and effect after giving effect to
this Amendment and all prior modifications to the Credit Agreement.
CUMULUS BROADCASTING, INC.
By: /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Title: Vice President
CUMULUS LICENSING CORP.
By: /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Title: Vice President
CARIBBEAN COMMUNICATIONS COMPANY
LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Secretary
GEM RADIO FIVE LTD.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Secretary
CUMULUS WIRELESS SERVICES INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Secretary