Continuing Investor
5.11
Crestview Equity Commitment Letter
3.2 (d)
Crestview Funds
Recitals
Crestview Indemnifiable Losses
5.13 (a)
Crestview Investment Commitment
3.2 (d)
Crestview Investor
Preamble
Dickey Stockholder Group
1.1 (f)
Exchange Agreement
5.1
Failing Investor
5.10
FCC
1.1 (g)
FCC Applications
1.1 (h)
FCC Regulations
1.1 (i)
Funding Investor
5.10
Initial Order
1.1 (j)
Investment Amount
1.1 (k)
Investment Closing
2.3
Investment Closing Date
2.3
Investment HSR Clearance
1.1 (l)
Investment Percentage
1.1 (m)
Investment Transactions
Recitals
Investor Liability Cap
8.11 (c)
Investor Party
1.1 (n)
Investor Warrants
1.1 (o)
Investors
Preamble
Issued Securities
Recitals
Losses
8.1 (b)
Macquarie Capital
5.15
Macquarie Equity Commitment Fee
1.1 (p)
Term
Section
Macquarie Indemnifiable Losses
5.13 (b)
Macquarie Investor
Preamble
Macquarie Investor Syndication
5.15
Macquarie Syndication Fee
1.1 (q)
Merger Agreement
Recitals
Merger Closing Conditions
5.10
Monitoring Agreement
5.4
New Incentive Plan
5.8
Non-U.S. Person
1.1 (r)
Offering Documents
5.15
Original Agreement
Recitals
Parent
Preamble
Parent Straight Preferred
Recitals
Parent Series C Preferred
1.1 (s)
Parent Significant Stockholders
1.1 (t)
Parties
1.1 (u)
Price Per Share
2.1 (a)
Registration Rights Agreement
Recitals
Stockholders Agreement
Recitals
Straight Preferred Certificate of Designations
2.1 (a)
Syndication Portion
1.1 (v)
Transfer
1.1 (w)
UBS Indemnifiable Losses
5.13
UBS Investor
Preamble
UBS Investor Syndication
5.16
Withdrawing Investor
5.11
AMENDED AND RESTATED INVESTMENT AGREEMENT (this "Agreement"), dated as
of April 22, 2011, by and among Cumulus Media Inc., a Delaware corporation
("Parent"), Crestview Radio Investors, LLC, a Delaware limited liability company
(the "Crestview Investor"), MIHI LLC, a Delaware limited liability company (the
"Macquarie Investor"), and UBS Securities LLC, a Delaware limited liability
company (the "UBS Investor"); the Macquarie Investor, the Crestview Investor and
the UBS Investor each being sometimes referred to herein as an "Investor" and,
together, as the "Investors").
RECITALS:
WHEREAS, Parent, the Crestview Investor and the Macquarie Investor
entered into an Investment Agreement (the "Original Agreement"), dated as of
March 9, 2011 (the "Cadet Signing Date"), pursuant to which Parent intends to
issue and sell (x) to the Crestview Investor, shares of Parent Class A Common
Stock and (y) to the Macquarie Investor, warrants, substantially upon the terms
set forth on Exhibit A, to purchase shares of Parent Class B Common Stock (the
"Class B Warrants" and the shares of Parent Class B Common Stock for which the
Class B Warrants are exercisable being referred to herein as "Class B Warrant
Shares"), or in lieu thereof, shares of Parent Series A Preferred Stock, par
value $0.01 per share, of Parent ("Parent Straight Preferred"), provided that
the securities sold pursuant to the Syndication Portion (as hereinafter defined)
may be issued in the form of Parent Series C Preferred (as hereinafter defined),
all as more fully set forth herein;
WHEREAS, Parent and the Macquarie Investor have agreed to reduce the
Investment Amount (as hereinafter defined) of the Macquarie Investor set forth
in the Original Agreement and to replace same with the Investment Amount of the
UBS Investor, all as more fully set forth herein;
WHEREAS, at the