CUMULUS MEDIA INC/ LEWIS W. DICKEY, JR.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DyQuAmTGE822zmB9iWyC8A1jSefw2NomCSKbh2QyNY7wAxoF1HWqYo4Eh/0B7kCL f5b809k7PJC+CuogVmbwHQ== 0000950144-07-006765.txt : 20070723 0000950144-07-006765.hdr.sgml : 20070723 20070723172904 ACCESSION NUMBER: 0000950144-07-006765 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 GROUP MEMBERS: DAVID W. DICKEY GROUP MEMBERS: DBBC, L.L.C. GROUP MEMBERS: JOHN W. DICKEY GROUP MEMBERS: LEWIS W. DICKEY, SR. GROUP MEMBERS: MICHAEL W. DICKEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54277 FILM NUMBER: 07994447 BUSINESS ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKEY LEWIS W JR CENTRAL INDEX KEY: 0001079750 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3060 PEACHTREE ROAD N W #730 STREET 2: C/O CUMULUS MEDIA INC CITY: ATLANTA STATE: GA ZIP: 30305 SC 13D/A 1 g08482sc13dza.htm CUMULUS MEDIA INC/ LEWIS W. DICKEY, JR. CUMULUS MEDIA INC/ LEWIS W. DICKEY, JR.


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

CUMULUS MEDIA INC.

(Name of Issuer)

Class A Common Stock, $.01 par value

(Title of Class of Securities)

231082108

(CUSIP Number)

Lewis W. Dickey, Jr.
c/o Cumulus Media Inc.
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
(404) 949-0700

with a copy to:
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree St., N.E., Suite 800
Atlanta, Georgia 30309

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 20, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)


CUSIP No.		231082108		Page		2		of		21


1	NAMES OF REPORTING PERSONS: Lewis W. Dickey, Jr.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			5,128,010

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			5,128,010

WITH		10	SHARED DISPOSITIVE POWER:

			10,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,138,010

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	12.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		231082108		Page		3		of		21


1	NAMES OF REPORTING PERSONS: John W. Dickey

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			3,146,308

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,146,308

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,146,308

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	8.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		231082108		Page		4		of		21


1	NAMES OF REPORTING PERSONS: Michael W. Dickey

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			1,347,683

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,347,683

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,347,683

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	3.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		231082108		Page		5		of		21


1	NAMES OF REPORTING PERSONS: David W. Dickey

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			1,254,352

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,254,352

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,254,352

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	3.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		231082108		Page		6		of		21

NAMES OF REPORTING PERSONS:

Lewis W. Dickey, Sr.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

884,000

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

884,000

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

884,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Less than 1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		231082108		Page		7		of		21

NAMES OF REPORTING PERSONS:

DBBC, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

[ • ]

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

10,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

10,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

10,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Less than 1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

SCHEDULE 13D

Explanatory Note

This Amendment No. 4 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Lewis W. Dickey, Jr. with the Securities and Exchange Commission on August 29, 2002 and amended on October 9, 2002, December 19, 2003 and December 22, 2006. This Schedule 13D is also filed by John W. Dickey, Michael W. Dickey, David W. Dickey and Lewis W. Dickey, Sr., as well as DBBC, L.L.C., a Georgia limited liability company (“DBBC”).

Item 1. Security and Issuer

This statement relates to the Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), of Cumulus Media Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 14 Piedmont Center, Suite 1400, Atlanta, Georgia 30305.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety to read as follows:

(a)–(c) This statement is being filed jointly by (1) Lewis W. Dickey, Jr., (2) John W. Dickey, (3) Michael W. Dickey, (4) David W. Dickey, (5) Lewis W. Dickey, Sr., and (6) DBBC, collectively referred to as the reporting persons. The reporting persons have entered into a Joint Filing Agreement, dated as of July 23, 2007, a copy of which is attached hereto as Exhibit 99.1. Neither this statement nor anything contained herein shall be construed as an admission that (a) any reporting person constitutes a “person” for any purposes other than Section 13(d) of the Act or (b) any combination of reporting persons constitutes a “group” for any purpose.

The principal business address of Lew Dickey, Jr. and John Dickey is c/o Cumulus Media Inc., 14 Piedmont Center, Suite 1400, Atlanta, Georgia 30305. The principal business address of Michael Dickey is c/o Dickey Publishing, Inc., 14 Piedmont Center, Suite 1200, Atlanta, Georgia 30305. The principal business address of David Dickey is c/o Dickey Broadcasting Company, 14 Piedmont Center, Suite 1200, Atlanta, Georgia 30305. The principal business address of Lew Dickey, Sr. is 11304 Old Harbor Road, North Palm Beach, Florida 33408. The principal business address of DBBC is 14 Piedmont Center, Suite 1400, Atlanta, Georgia 30305.

The principal occupations of Lew Dickey, Jr. and John Dickey are Chairman, President and Chief Executive Officer of the Company and Executive Vice President and Co-Chief Operating Officer of the Company, respectively. The principal occupation of Michael Dickey is Publisher of Dickey Publishing, Inc. The principal occupation of David Dickey is President of Dickey Broadcasting Company. Lew Dickey, Sr. is a private investor.

DBBC is a Georgia limited liability company and its principal business is to hold the shares of Class A Common Stock that it currently owns. Lew Dickey Jr., John Dickey, Michael Dickey and David Dickey together constitute all of the members of DBBC. Lew Dickey, Jr. is

the sole manager and president of DBBC and John Dickey, Michael Dickey and David Dickey are each vice presidents of DBBC.

(d) During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the reporting persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f) The reporting persons who are natural persons (including the members and officers of DBBC) are each citizens of the United States of America.

Item 3. Source and Amount of Funds or other Consideration

Item 3 is hereby supplemented as follows:

Except as previously defined, all capitalized terms in this Item 3 have the respective meanings ascribed to such terms in Item 4 below.

The aggregate value of the Merger is approximately $1.3 billion. It is anticipated that the funding for the Merger will be in the form of $286.0 million in cash contributed to Parent by the Fund, pursuant to the Equity Commitment Letter and $920.0 million in debt financing to be arranged by Merrill Lynch Capital Corporation pursuant to the Debt Commitment Letter, as described in further detail in Item 4 below. In addition, it is anticipated that approximately 5.1 million shares of Class A Common Stock (or securities convertible into shares of Class A Common Stock) will, pursuant to the Equity Rollover Letters, be contributed to Parent, as described in further detail in Item 4 below.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented as follows:

On July 20, 2007, Lew Dickey, Jr. and Merrill Lynch Global Private Equity (the “Sponsor”), on behalf of an investor group that also includes members of Mr. Dickey’s family, submitted a written offer (the “Offer Letter”) to the Company’s board of directors to acquire all of the outstanding shares of the Company’s capital stock at a cash purchase price of $10.65 per share. In connection with the resulting negotiations with the board of directors, Lew Dickey, Jr. and the Sponsor submitted an additional offer letter, dated July 22, 2007 (the “Revised Offer Letter”). Copies of the Offer Letter and the Revised Offer Letter are attached as Exhibits 99.2 and 99.3 to this statement and are incorporated by reference herein.

On July 23, 2007, a special committee of independent directors, which was formed to, among other things, consider the terms and conditions set forth in the Offer Letter, unanimously recommended that the Company’s full board of directors approve the Agreement and Plan of Merger (the “Merger Agreement”), among Cloud Acquisition Corporation, a Delaware

- 9 -

corporation formed by the reporting persons and the Sponsor for purposes of the transaction (“Parent”), Cloud Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company. Upon receipt of the recommendation of the special committee, the Company’s board of directors approved the Merger Agreement on July 23, 2007.

Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, each outstanding share of the Company’s common stock, other than (a) the Rollover Shares (as defined below), (b) shares owned by the Company, Parent or any wholly owned subsidiaries of the Company or Parent, or (c) shares owned by any stockholders who are entitled to and who have properly exercised appraisal rights under Delaware law, will be cancelled and converted into the right to receive $11.75 per share in cash.

Consummation of the Merger is subject to various conditions, including approval of the Merger by the stockholders of the Company, FCC approval, and other customary closing conditions.

It is contemplated that, upon the consummation of the Merger, the certificate of incorporation and the bylaws of the Company will be amended in their entirety to be substantially identical to the certificate of incorporation and the bylaws, respectively, of Merger Sub. Further, it is anticipated that, upon the consummation of the Merger, the directors of Merger Sub will be the directors of the Company.

Upon consummation of the Merger, it is contemplated that the Class A Common Stock will be delisted from the NASDAQ Global Select Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

A copy of the Merger Agreement is attached as Exhibit 99.4 to this statement and is incorporated by reference herein.

Concurrently with the execution of the Merger Agreement, each of the reporting persons (other than DBBC) delivered to Parent an equity rollover letter (collectively, the “Equity Rollover Letters”) pursuant to which they agreed to contribute an aggregate of 5,106,383 shares of Class A Common Stock (the “Rollover Shares”) to Parent in exchange for equity securities of Cloud Holding Company, LLC, a Delaware limited liability company and the holder of all of the membership interests in Parent (“HoldCo”). Copies of the Equity Rollover Letters are attached as Exhibits 99.5-99.9 to this statement and are incorporated by reference herein.

Additionally, concurrently with execution of the Merger Agreement, the reporting persons (other than DBBC) entered into a voting agreement with Parent and the Company (the “Voting Agreement”), pursuant to which the reporting persons agreed, among other things, to vote (subject to certain conditions) all of the Class A Common Stock beneficially owned by them in favor of the Merger Agreement, the Merger and all other transactions contemplated by the Merger Agreement, or in favor of any “Superior Proposals” (as defined in the Merger Agreement). A copy of the Voting Agreement is attached as Exhibit 99.10 to this statement and is incorporated by reference herein.

- 10 -

Simultaneously with the execution of the Merger Agreement, Lew Dickey, Jr. entered into a Cooperation Agreement with the Company (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, during the period prior to consummation of the Merger, Lew Dickey, Jr., solely in his capacity as Chief Executive Officer, agreed to cooperate with the special committee to solicit and respond to “Company Acquisition Proposals” (as defined in the Merger Agreement) to the extent permitted by the Merger Agreement. A copy of the Cooperation Agreement is attached as Exhibit 99.11 to this statement and is incorporated by reference herein.

On July 23, 2007, Parent obtained an equity commitment letter pursuant to which an MLGPE Fund US Alternative, L.P., an affiliate of the Sponsor (the “Fund”), will contribute $286.0 million in cash in exchange for membership interests in HoldCo (the “Equity Commitment Letter”) and Merger Sub obtained a debt financing commitment for $1.02 billion in debt financing from Merrill Lynch Capital Corporation (the “Debt Commitment Letter”) for the transactions contemplated by the Merger Agreement. Copies of each are attached as Exhibits 99.12 and 99.13, respectively, to this statement and are incorporated by referenced herein.

On July 23, 2007, the Company issued a press release describing the Merger (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.14 to this statement and is incorporated by reference herein.

In connection with the transactions contemplated by the Merger Agreement, the reporting persons (other than DBBC) and the Sponsor expect to enter into an Interim Investor Agreement with HoldCo and Parent (the “Interim Investors Agreement”), pursuant to which the parties expect to agree, among other things, to cause Parent to (1) satisfy its closing conditions under the Merger Agreement (subject to certain conditions), (2) obtain debt financing, (3) negotiate definitive arrangements with certain members of the Company’s current management, and (4) negotiate a limited liability company agreement for HoldCo.

The information set forth in response to this Item 4 is qualified in its entirety by reference to the Offer Letter, the Revised Offer Letter, the Merger Agreement, the Equity Rollover Letters, the Voting Agreement, the Cooperation Agreement, the Equity Commitment Letter, the Debt Commitment Letter and the Press Release, each of which is filed as an exhibit hereto and is incorporated herein by reference.

Other than as described above, the reporting persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the reporting persons reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) For purposes of calculating the percentages set forth in this Item 5, the number of shares of Class A Common Stock and the Company’s Class C Common Stock, par value $.01 per share (the “Class C Common Stock”), outstanding is assumed to be 36,726,247 and 644,871,

- 11 -

respectively (which is the number of shares of those classes of common stock that the Company represented in the Merger Agreement as outstanding as of June 30, 2007).

Lewis W. Dickey, Jr.

Lew Dickey, Jr. is deemed to beneficially own 5,138,010 shares of Class A Common Stock as follows:

	•		1,602,449 shares of Class A Common Stock directly owned;

	•		options to purchase 1,380,000 shares of Class A Common Stock, which are exercisable within 60 days;

	•		644,871 shares of Class C Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis, directly owned;

	•		options to purchase 1,500,690 shares of Class C Common Stock, which are exercisable within 60 days; and

	•		10,000 shares of Class A Common Stock owned by DBBC and deemed to be beneficially owned by Lew Dickey, Jr. in his capacity as manager of DBBC.

Assuming exercise of all of the foregoing options and the conversion of all of the shares of Class C Common Stock (including those shares of Class C Common Stock issuable upon exercise of options) into Class A Common Stock, Lew Dickey, Jr. would be deemed to beneficially own 5,138,010 shares, or 12.8% of the outstanding shares of Class A Common Stock.

John W. Dickey

John Dickey is deemed to beneficially own 3,146,308 shares of Class A Common Stock as follows:

	•		1,767,246 shares of Class A Common Stock directly owned; and

	•		options to purchase 1,379,062 shares of Class A Common Stock, which are exercisable within 60 days.

Assuming exercise of all of the foregoing options, John Dickey would be deemed to beneficially own 3,146,308 shares, or 8.3% of the outstanding shares of Class A Common Stock.

Michael W. Dickey, David W. Dickey and Lewis W. Dickey, Sr.

Michael Dickey, David Dickey and Lew Dickey Sr. are deemed to beneficially own 1,347,683 shares, or 3.7%, 1,254,352 shares, or 3.4%, and 884,000 shares, or 2.4%, of the outstanding shares of Class A Common Stock, respectively.

DBBC, L.L.C.

- 12 -

DBBC is deemed to beneficially own 10,000 shares of Class A Common Stock, representing less than 1% of the outstanding shares of Class A Common Stock. As manager of DBBC, Lew Dickey, Jr. has voting and dispositive power with respect to the shares of Class A Common Stock beneficially owned by DBBC.

As a result of the arrangements expected to be set forth in the Interim Investor Agreement and various matters described in Item 4 above, the reporting persons and the Sponsor may collectively be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Act. As a consequence, each reporting person and the Sponsor may be deemed to beneficially own all shares of Class A Common Stock beneficially owned by each other reporting person and the Sponsor. To the knowledge of the reporting persons, on July 2, 2007, the Sponsor beneficially owned 123,700 shares, or less than 1%, of the issued and outstanding Class A Common Stock. Assuming exercise of all of the above-described options and the conversion of all of the shares of Class C Common Stock (including those shares of Class C Common Stock issuable upon exercise of options) into Class A Common Stock, the reporting persons and the Sponsor would collectively beneficially own, in the aggregate, 28.3% of the issued and outstanding Class A Common Stock. Other than as set forth in this Item 5, each reporting person hereby disclaims beneficial ownership of Class A Common Stock owned by any other reporting person or the Sponsor.

Other than as set forth above with respect to Lew Dickey, Jr. and John Dickey, none of the shares of Class A Common Stock reported in this Item 5 are shares as to which any reporting person has a right to acquire that is exercisable within 60 days. None of the reporting persons nor, to the knowledge of the reporting persons, the Sponsor, beneficially owns any shares of Class A Common Stock other than as set forth herein.

(b) Each reporting person has sole power to vote or direct the vote and to dispose or to direct the disposition of only those shares of Class A Common Stock beneficially owned by such reporting person as indicated in paragraph (a) of this Item 5, except that, as president and sole manager of DBBC, Lew Dickey, Jr. also is deemed to have shared voting and dispositive power with respect to all shares of Class A Common Stock beneficially owned by DBBC.

(c) Except as described above, none of the reporting persons has had any transactions in the Class A Common Stock during the past 60 days.

(d) Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of the Class A Common Stock that are the subject of this report.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

Each of the Offer Letter, the Revised Offer Letter, the Merger Agreement, the Equity Rollover Letters, the Voting Agreement, the Cooperation Agreement, the Equity Commitment Letter, the Debt Commitment Letter (each of which is defined and described in Item 4, which

- 13 -

definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6.

In connection with the consummation of the Merger, the reporting persons and the Sponsor intent to enter into one or more equity holders’ agreements, which are expected to contain provisions regarding corporate governance, board seat allocation, limitations on transfers, drag-along rights, tag-along rights, preemptive rights and registration rights, as well as other customary provisions found in such agreements.

As of the date hereof, all shares of Class A Common Stock owned by Lew Dickey, Jr. have been pledged as collateral to UBS Securities, or an affiliate thereof, to secure certain loans made to him, and all shares of Class A Common Stock owned by John Dickey have been pledged as collateral to UBS Securities, or an affiliate thereof, to secure certain loans made to him. Under the customary terms of the pledge arrangements, in the event of default, the lenders may be entitled to dispose of the pledged shares.

Lew Dickey, Jr. is party to a Voting Agreement, dated June 30, 1998, which is described in the statement on Schedule 13D, filed August 29, 2002.

Except as described in this Item 6, none of the reporting persons or, to the knowledge of the reporting persons, the Sponsor, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety to read as follows:


Ex.		Name
99.1		Joint Filing Agreement, dated July 23, 2007, among Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey, Lewis W. Dickey, Sr. and DBBC.

99.2		Offer Letter, dated July 20, 2007.

99.3		Revised Offer Letter, dated July 22, 2007.

99.4		Agreement and Plan of Merger, dated July 23, 2007, among Cloud Acquisition Corporation, Cloud Merger Corporation and the Company (incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed on July 23, 2007).

99.5		Equity Rollover Letter, dated July 23, 2007, from Lewis W. Dickey, Jr.

99.6		Equity Rollover Letter, dated July 23, 2007, from John W. Dickey.

99.7		Equity Rollover Letter, dated July 23, 2007, from Michael W. Dickey.

99.8		Equity Rollover Letter, dated July 23, 2007, from David W. Dickey.

99.9		Equity Rollover Letter, dated July 23, 2007, from Lewis W. Dickey, Sr.

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Ex.		Name
99.10		Voting Agreement, dated July 23, 2007, by and among Cloud Acquisition Corporation, the Company, Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey, and Lewis W. Dickey, Sr. (incorporated by reference to Exhibit 2.4 of the Company’s current report on Form 8-K filed on July 23, 2007).

99.11		Cooperation Agreement, dated July 23, 2007, between Lewis W. Dickey, Jr. and the Company (incorporated by reference to Exhibit 2.2 of the Company’s current report on Form 8-K filed on July 23, 2007).

99.12		Equity Commitment Letter, dated July 23, 2007, from MLGPE Fund US Alternative, L.P.

99.13		Debt Commitment Letter, dated July 23, 2007, from Merrill Lynch Capital Corporation.

99.14		Press Release, dated July 23, 2007 (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 8-K filed on July 23, 2007).

99.15		Voting Agreement, dated June 30, 1998, by and between BA Capital Company, L.P., as successor in interest to NationsBanc Capital Corp., Cumulus Media Inc. and the shareholders named therein (incorporated by reference to Exhibit 4.2 of the Company’s Form 10-Q for the period ended September 30, 2001).

99.16		Power of Attorney, dated July 23, 2007, by Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey, Lewis W. Dickey, Sr. and DBBC.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: July 23, 2007	/s/ Lewis W. Dickey, Jr.
	Lewis W. Dickey, Jr.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: July 23, 2007	/s/ John W. Dickey
	John W. Dickey

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: July 23, 2007	/s/ Michael W. Dickey
	Michael W. Dickey

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: July 23, 2007	/s/ David W. Dickey
	David W. Dickey

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: July 23, 2007	/s/ Lewis W. Dickey, Sr.
	Lewis W. Dickey, Sr.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	DBBC, L.L.C.
Dated: July 23, 2007	By:	/s/ Lewis W. Dickey, Jr.
	Name:		Lewis W. Dickey, Jr.
	Title:		Manager

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EX-99.1 2 g08482exv99w1.htm EX-99.1 JOING FILING AGREEMENT EX-99.1 JOING FILING AGREEMENT

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Cumulus Media Inc., a corporation incorporated under the laws of the State of Delaware, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings; provided, that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned has duly executed this Joint Filing Agreement as of July 23, 2007.


/s/ Lewis W. Dickey, Jr.	/s/ Michael W. Dickey

Lewis W. Dickey, Jr.	Michael W. Dickey

/s/ John W. Dickey	/s/ Lewis W. Dickey, Sr.

John W. Dickey	Lewis W. Dickey, Sr.

/s/ David W. Dickey	DBBC, L.L.C.
David W. Dickey

	By:	/s/ Lewis W. Dickey, Jr.

	Name: Lewis W. Dickey, Jr.
	Title: Manager

EX-99.2 3 g08482exv99w2.htm EX-99.2 OFFER LETTER EX-99.2 OFFER LETTER

EXHIBIT 99.2

PERSONAL & CONFIDENTIAL

July 20, 2007

The Board of Directors of
Cumulus Media Inc.

Dear Sirs:

This letter is to confirm that Lew Dickey and members of his family, together with their investment partner Merrill Lynch Global Private Equity, are pleased to offer $10.65 per share in cash to acquire all of the outstanding shares of common stock of the Company. This offer represents a substantial premium of 27.2% over the closing price of the Company’s Class A Common Stock as of today. We believe the Cumulus stockholders will find this proposal, which provides for an all cash, certain transaction at a premium value, highly attractive.

In addition, we are well positioned to negotiate and complete a transaction in an expedited manner with a high degree of closing certainty.

To that end, the transaction has fully committed debt and equity financing. Specifically, the transaction would be financed through a combination of (i) approximately $300 million of equity that would be provided by an affiliate of Merrill Lynch Global Private Equity and (ii) $900 million of committed funded indebtedness to be arranged by Merrill Lynch & Co. Forms of the equity funding and debt financing commitment letters are being provided to you. In addition, Lew Dickey would re-invest a significant portion of his equity ownership in the Company through this transaction. This reinvestment, when combined with the investment anticipated to be made by members of his family, would have a value of approximately $60 million based on the proposed transaction price.

In considering our offer, you should know that Lew is not currently interested in selling his stake in the Company to any other party, nor would it be his intention – if the Company were to be sold to any other party without Lew’s participation – to remain involved with the Company as CEO or otherwise.

Of course, no binding obligation on the part of the Company or of the undersigned shall arise with respect to this proposal or any transaction unless and until such time as definitive documentation, satisfactory to us and approved by you, is executed and delivered.

Our entire team looks forward to working with you and your legal and financial advisors to complete a transaction that is attractive to the Company’s public stockholders.

Very truly yours,

/s/ Lewis W. Dickey, Jr.
Lewis W. Dickey, Jr.

/s/ Robert End
Robert End, for Merrill Lynch Global Private Equity

EX-99.3 4 g08482exv99w3.htm EX-99.3 REVISED OFFER LETTER EX-99.3 REVISED OFFER LETTER

EXHIBIT 99.3

PERSONAL & CONFIDENTIAL

July 22, 2007

The Board of Directors of
Cumulus Media Inc.

Dear Sirs:

This letter is in reference to, and subject to the terms and qualifications contained in, our letter to you of July 20, 2007. In that letter, Lew Dickey and members of his family, together with their investment partner, Merrill Lynch Global Private Equity, offered to acquire all of the outstanding shares of common stock of the Company.

We have worked very hard over the last few days to improve our proposal based on our discussions. We now provide you our best and final offer of $11.75 per share.

This offer is subject to the contract terms we have previously communicated to you and your representatives.

Very truly yours,

/s/ Lewis W. Dickey, Jr.
Lewis W. Dickey, Jr.

/s/ Robert F. End
Robert F. End, for Merrill Lynch Global Private Equity

EX-99.5 5 g08482exv99w5.htm EX-99.5 EQUITY ROLLOVER LETTER EX-99.5 EQUITY ROLLOVER LETTER

EXHIBIT 99.5

Equity Rollover Letter
(Lewis W. Dickey, Jr.)

July 23, 2007

To: Cloud Acquisition Corporation

Re: Cumulus Media, Inc.

Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Cloud Acquisition Corporation, a Delaware corporation (“Parent”), Cloud Merger Corporation, a Delaware corporation (“Merger Sub”), and Cumulus Media, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The Person delivering the Equity Financing Commitment to Parent is referred to herein as the “Other Investor.” The undersigned and the other Persons contributing Shares to Parent immediately prior to the Effective Time pursuant to an equity rollover letter in substantially the form of this letter (each, an “Equity Rollover Letter”) are each referred to herein as a “Rollover Investor” and, collectively, as the “Rollover Investors”). The Other Investor and the Rollover Investors are each referred to herein as an “Investor” and, collectively, as the “Investors”). Cloud Holding Company, LLC, a Delaware limited liability company and the direct parent of Parent, is referred to in this letter as “Holdco.” This letter is being delivered to Parent in connection with the execution of, and as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into, the Merger Agreement.

This letter confirms the commitment of the undersigned, subject to any conditions set forth herein, to transfer, contribute and deliver to Parent a number of Shares having a value in the aggregate (based upon the per share Merger Consideration of $11.75) equal to $22,646,010 (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata share of the equity of Holdco, based on the value of the aggregate equity contributions of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Holdco to be issued to the undersigned, the “Subject Equity Securities”). The undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the consummation of the Merger following the satisfaction or waiver of the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby, the terms of this letter, and the substantially contemporaneous funding of the Financing, and such transfer, contribution and delivery of the Rollover Contribution Shares will occur contemporaneously with the Closing of the Merger and

the simultaneous issuance to the undersigned of the Subject Equity Securities. For U.S. federal income tax purposes, the undersigned shall be deemed to have contributed the Rollover Contribution Shares to Holdco and Holdco to have contemporaneously contributed the Rollover Contribution Shares to Parent.

The undersigned represents and warrants that he has the legal capacity to execute and deliver this letter, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This letter has been duly executed and delivered by the undersigned and, assuming this letter constitutes a valid and binding obligation of the other party hereto, constitutes a legal, valid and binding obligation of the undersigned, enforceable against him in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The undersigned represents and warrants that he has good and marketable title to the Rollover Contribution Shares, and upon transfer, contribution and delivery of the Rollover Contribution Shares to Parent, he will transfer same free and clear of any Liens (other than Liens under federal securities laws). The undersigned further represents and warrants that the execution and delivery of this letter by the undersigned in his capacity as a stockholder does not, and the performance by the undersigned of his obligations under this letter will not, conflict with or violate any law applicable to the undersigned in his capacity as a stockholder of the Company, except for any of the foregoing as would not reasonably be expected to impair his ability to perform his obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares will terminate automatically and immediately upon the earliest to occur of (a) termination of the Merger Agreement in accordance with its terms, (b) the Company or any of its Affiliates asserting in any litigation or other proceeding any claim against the undersigned, and (c) any Person, other than Parent (acting through its board of directors), seeking to enforce or cause Parent to enforce any provisions of this letter. Upon any such termination of this letter, any obligations hereunder will terminate and neither of the parties hereto shall have any liability whatsoever to any other party, except for any liability arising out of any breach hereof occurring prior to such termination.

The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of his obligation to transfer, contribute and deliver the Rollover Contribution Shares to his Affiliates or any heir, legatees, beneficiaries and/or devisees of any individual who is an Affiliate of the undersigned; provided, however, that, except to the extent otherwise agreed to by the Parent, any such assignment shall not relieve the undersigned of his obligations under this letter.

Nothing in this letter, express or implied, is intended to or shall confer upon any Person other than Parent (acting through its board of directors) or the undersigned any right, benefit or remedy of any nature whatsoever under or by reason of this letter. This letter may only be

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enforced by Parent (acting through its board of directors), in its sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

This letter may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

This letter shall be governed by and construed in accordance with the internal laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction). In addition, each party (i) irrevocably and unconditionally consents to submit itself to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this letter, (ii) agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this letter or any transaction contemplated hereby, and (iv) agrees that it will not bring any action relating to this letter in any court other than the above-named courts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The terms of this letter may not be modified or otherwise amended, except pursuant to a written agreement signed by the parties hereto.

[Signatures on following page]

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		Very truly yours,

		/s/ Lewis W. Dickey, Jr.

		Lewis W. Dickey, Jr.


Accepted and Acknowledged as of the date first written above:

Cloud Acquisition Corporation

By:		/s/ Lewis W. Dickey, Jr.
Name:		Lewis W. Dickey, Jr.
Title:		Chairman, President and CEO

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EX-99.6 6 g08482exv99w6.htm EX-99.6 EQUITY ROLLOVER LETTER EX-99.6 EQUITY ROLLOVER LETTER

EXHIBIT 99.6

Equity Rollover Letter
(John W. Dickey)

July 23, 2007

To: Cloud Acquisition Corporation

Re: Cumulus Media, Inc.

Gentlemen:

This letter confirms the commitment of the undersigned, subject to any conditions set forth herein, to transfer, contribute and deliver to Parent a number of Shares having a value in the aggregate (based upon the per share Merger Consideration of $11.75) equal to $17,625,000 (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata share of the equity of Holdco, based on the value of the aggregate equity contributions of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Holdco to be issued to the undersigned, the “Subject Equity Securities”). The undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the consummation of the Merger following the satisfaction or waiver of the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby, the terms of this letter, and the substantially contemporaneous funding of the Financing, and such transfer, contribution and delivery of the Rollover Contribution Shares will occur contemporaneously with the Closing of the Merger and

- 2 -

enforced by Parent (acting through its board of directors), in its sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

The terms of this letter may not be modified or otherwise amended, except pursuant to a written agreement signed by the parties hereto.

[Signatures on following page]

- 3 -


		Very truly yours,

		/s/ John W. Dickey

		John W. Dickey


Accepted and Acknowledged as of the date first written above:

Cloud Acquisition Corporation

By:		/s/ Lewis W. Dickey, Jr.
Name:		Lewis W. Dickey, Jr.
Title:		Chairman, President and CEO

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EX-99.7 7 g08482exv99w7.htm EX-99.7 EQUITY ROLLOVER LETTER EX-99.7 EQUITY ROLLOVER LETTER

EXHIBIT 99.7

Equity Rollover Letter
(Michael W. Dickey)

July 23, 2007

To: Cloud Acquisition Corporation

Re: Cumulus Media, Inc.

Gentlemen:

This letter confirms the commitment of the undersigned, subject to any conditions set forth herein, to transfer, contribute and deliver to Parent a number of Shares having a value in the aggregate (based upon the per share Merger Consideration of $11.75) equal to $6,627,000 (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata share of the equity of Holdco, based on the value of the aggregate equity contributions of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Holdco to be issued to the undersigned, the “Subject Equity Securities”). The undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the consummation of the Merger following the satisfaction or waiver of the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby, the terms of this letter, and the substantially contemporaneous funding of the Financing, and such transfer, contribution and delivery of the Rollover Contribution Shares will occur contemporaneously with the Closing of the Merger and

- 2 -

enforced by Parent (acting through its board of directors), in its sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

The terms of this letter may not be modified or otherwise amended, except pursuant to a written agreement signed by the parties hereto.

[Signatures on following page]

- 3 -


		Very truly yours,

		/s/ Michael W. Dickey

		Michael W. Dickey


Accepted and Acknowledged as of the date first written above:

Cloud Acquisition Corporation

By:		/s/ Lewis W. Dickey, Jr.
Name:		Lewis W. Dickey, Jr.
Title:		Chairman, President and CEO

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EX-99.8 8 g08482exv99w8.htm EX-99.8 EQUITY ROLLOVER LETTER EX-99.8 EQUITY ROLLOVER LETTER

EXHIBIT 99.8

Equity Rollover Letter
(David W. Dickey)

July 23, 2007

To: Cloud Acquisition Corporation

Re: Cumulus Media, Inc.

Gentlemen:

This letter confirms the commitment of the undersigned, subject to any conditions set forth herein, to transfer, contribute and deliver to Parent a number of Shares having a value in the aggregate (based upon the per share Merger Consideration of $11.75) equal to $5,792,750 (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata share of the equity of Holdco, based on the value of the aggregate equity contributions of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Holdco to be issued to the undersigned, the “Subject Equity Securities”). The undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the consummation of the Merger following the satisfaction or waiver of the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby, the terms of this letter, and the substantially contemporaneous funding of the Financing, and such transfer, contribution and delivery of the Rollover Contribution Shares will occur contemporaneously with the Closing of the Merger and

- 2 -

enforced by Parent (acting through its board of directors), in its sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

The terms of this letter may not be modified or otherwise amended, except pursuant to a written agreement signed by the parties hereto.

[Signatures on following page]

- 3 -


		Very truly yours,

		/s/ David W. Dickey

		David W. Dickey


Accepted and Acknowledged as of the date first written above:

Cloud Acquisition Corporation

By:		/s/ Lewis W. Dickey, Jr.
Name:		Lewis W. Dickey, Jr.
Title:		Chairman, President and CEO

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EX-99.9 9 g08482exv99w9.htm EX-99.9 EQUITY ROLLOVER LETTER EX-99.9 EQUITY ROLLOVER LETTER

EXHIBIT 99.9

Equity Rollover Letter
(Lewis W. Dickey, Sr.)

July 23, 2007

To: Cloud Acquisition Corporation

Re: Cumulus Media, Inc.

Gentlemen:

This letter confirms the commitment of the undersigned, subject to any conditions set forth herein, to transfer, contribute and deliver to Parent a number of Shares having a value in the aggregate (based upon the per share Merger Consideration of $11.75) equal to $7,309,240.25 (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata share of the equity of Holdco, based on the value of the aggregate equity contributions of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Holdco to be issued to the undersigned, the “Subject Equity Securities”). The undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the consummation of the Merger following the satisfaction or waiver of the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby, the terms of this letter, and the substantially contemporaneous funding of the Financing, and such transfer, contribution and delivery of the Rollover Contribution Shares will occur contemporaneously with the Closing of the Merger and

- 2 -

enforced by Parent (acting through its board of directors), in its sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter.

The terms of this letter may not be modified or otherwise amended, except pursuant to a written agreement signed by the parties hereto.

[Signatures on following page]

- 3 -


		Very truly yours,

		/s/ Lewis W. Dickey, Sr.

		Lewis W. Dickey, Sr.


Accepted and Acknowledged as of the date first written above:

Cloud Acquisition Corporation

By:		/s/ Lewis W. Dickey, Jr.
Name:		Lewis W. Dickey, Jr.
Title:		Chairman, President and CEO

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EX-99.12 10 g08482exv99w12.htm EX-99.12 EQUITY COMMITMENT LETTER EX-99.12 EQUITY COMMITMENT LETTER

EXHIBIT 99.12

July 23, 2007

To: Cloud Acquisition Corporation

Re: Equity Commitment

Ladies and Gentlemen:

1. Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Cloud Acquisition Corporation, a Delaware corporation (“Parent”), Cloud Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Cumulus Media Inc., a Delaware corporation (“Cloud”), pursuant to which Merger Sub will merge with and into Cloud with Cloud continuing as the surviving corporation (the “Merger”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Merger Agreement. MLGPE Fund US Alternative, L.P., a Delaware limited partnership is referred to herein as the “Investor.” This letter is being delivered to Parent in connection with the execution of the Merger Agreement today by Parent and Merger Sub.

2. This letter confirms the commitment of the undersigned, subject to the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby having been satisfied or waived, to purchase, directly or indirectly through one or more subsidiaries, equity securities of Parent (the “Subject Securities”) immediately prior to the time Parent and Merger Sub become obligated under the Merger Agreement to effect the consummation of the Merger for an aggregate purchase price equal to $286,000,000 (the “Commitment”), solely for the purpose of funding, and to the extent necessary to fund, (i) the Aggregate Merger Consideration (as defined in the Merger Agreement) pursuant to and in accordance with the Merger Agreement and (ii) related expenses required to be paid by Parent and Merger Sub under the Merger Agreement. The foregoing commitment of the undersigned to purchase, directly or indirectly through one or more subsidiaries, the Subject Securities is subject to the consummation of the Merger following the satisfaction or waiver of the conditions set forth in the Merger Agreement to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated thereby, the terms of this letter, and the substantially contemporaneous funding of the Debt Financing, and funding of the undersigned’s Commitment will occur contemporaneously with the Closing of the Merger and the issuance to the undersigned of the Subject Securities, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The total amount to be funded under this letter will be reduced in the event Parent does not require the full amount of the Commitment.

3. The obligation of the undersigned to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) termination of the Merger Agreement in accordance with its terms, (b) Cloud or any of its affiliates asserting in any litigation or other proceeding any claim against the Investor, including under the limited

guarantee of even date herewith of the Investor (the “Limited Guarantee”), (c) any Person, other than Parent (acting through its board of directors), seeking to enforce or cause Parent to enforce the Commitment hereunder or any provisions of this letter and (d) payment in full by the Investor of its Obligation (as defined in the Limited Guarantee) under the Limited Guarantee. Upon any such termination of this letter, any obligations hereunder will terminate and none of the parties hereto shall have any liability whatsoever to any other party, except for any liability arising out of any breach hereof occurring prior to such termination.

4. The undersigned may assign all or a portion of its obligations to fund the Commitment in accordance with the terms and conditions of the Interim Investors Agreement, of even date herewith, by and among Parent, Investor, Cloud Holding Company, LLC, a Delaware limited liability company, Lewis Dickey Jr., John Dickey, David Dickey, Michael Dickey and Lewis Dickey Sr. (the “Interim Investors Agreement”); provided, however, that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter.

5. This letter shall be binding on the undersigned solely for the benefit of the addressee, and nothing set forth in this letter shall be construed to confer upon or give to any Person other than the addressee any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the addressee to enforce, the Commitment or any provisions of this letter.

6. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered contemporaneously herewith, and notwithstanding that the undersigned may be a limited partnership, the addressee, by its acceptance of the benefits of this letter, covenants, agrees and acknowledges that no Person other than the undersigned shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any Related Party of the undersigned or any Related Party of any of such undersigned’s Related Parties, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party of the undersigned or any Related Party of any of such undersigned’s Related Parties, as such, for any obligations of the undersigned under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation. For the purposes of this paragraph 6, the terms “Related Party” and “Related Parties” shall mean any and all former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of a Person.

7. This letter may only be enforced by the addressee in its sole discretion; provided, however, no party shall have any right to enforce this letter unless and until it becomes effective in accordance with its terms. None of Cloud, Parent’s creditors or Merger Sub’s creditors shall have any right to enforce this letter or to cause Parent to enforce this letter.

8. Concurrently with the execution and delivery of this letter, the undersigned is executing and delivering to Cloud the Limited Guarantee related to performance by Parent of

certain payment obligations to Cloud under the Merger Agreement. Parent’s remedies against the undersigned under the Limited Guarantee shall, and are intended to, be the sole and exclusive direct or indirect remedies available to Cloud and its affiliates against the undersigned and any Related Party of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by the undersigned’s breach of its obligations under this letter. Nothing in this letter, express or implied, is intended to or shall confer on upon any Person, other than the addressee, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

9. This letter shall be treated as confidential and is being provided to the addressee solely in connection with the Merger. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Investor. The undersigned acknowledges that a copy of the Commitment is being provided to Cumulus Media Inc. pursuant to Section 4.04 of the Merger Agreement.

10. This letter may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

11. This letter shall be governed by and construed in accordance with the internal laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction). In addition, each party (i) irrevocably and unconditionally consents to submit itself to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this letter, (ii) agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this letter or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this letter in any court other than the above-named courts and (v) to the fullest extent permitted by law, consents to service being made through the notice procedures set forth in Section 8.07 of the Merger Agreement. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12. This letter may not be amended except by an instrument in writing signed by each of the parties hereto.

13. Except for the Interim Investors Agreement, this letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of their respective affiliates and any other Person with respect to the subject matter hereof. The terms of this letter may not be modified or otherwise amended, or waived, except pursuant to a written agreement signed by the parties hereto.

[the remainder of this page has been intentionally left blank]


		Very truly yours,

		MLGPE FUND US ALTERNATIVE, L.P.

		By:		MLGPE Delaware LLC,
				its General Partner

		By:		/s/ Robert F. End

				Name: Robert F. End
				Title:


Accepted and Acknowledged:

CLOUD ACQUISITION CORPORATION

By:		/s/ Lewis W. Dickey, Jr.
		Name: Lewis W. Dickey, Jr.
		Title: Chairman, President and Chief Executive Officer

EX-99.13 11 g08482exv99w13.htm EX-99.13 DEBT COMMITMENT LETTER EX-99.13 DEBT COMMITMENT LETTER

EXHIBIT 99.13

PRIVILEGED AND CONFIDENTIAL

MERRILL LYNCH CAPITAL CORPORATION

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

4 World Financial Center

250 Vesey Street

New York, NY 10080



July 23, 2007

Cloud Merger Corporation
c/o 3535 Piedmont Road
Building 14, 14th Floor
Atlanta, Georgia 30305
Attention: Lewis W. Dickey, Jr.

Project Storm

$880.0 Million First Lien Credit Facilities

$140.0 Million Second Lien Credit Facility

Commitment Letter

Ladies and Gentlemen:

You have advised Merrill Lynch Capital Corporation (the “Agent”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and, in such capacity, the “Arranger” and, together with the Agent, “we” or “us”) that you intend to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Transactions Description attached hereto as Exhibit A or in the Term Sheets referred to below). This letter agreement supersedes in its entirety the commitment letter dated as of July 20, 2007 among you and us.

1. Commitments.

In connection with the foregoing, the Agent is pleased to advise you of its commitment to provide the entire principal amount of the Senior Secured Facilities, upon the terms set forth or referred to in this Commitment Letter (this commitment letter and the Term Sheets and other attachments hereto, the “Commitment Letter”) and in the First Lien Credit Facilities Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “First Lien Term Sheet”) and the Second Lien Credit Facility Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Second Lien Term Sheet” and, together with the First Lien Term Sheet, the “Term Sheets”), and subject to the conditions set forth in Section 6 hereof and Exhibit D attached hereto.

2. Titles and Roles.

MLPF&S shall act as a bookrunner and lead arranger for the Senior Secured Facilities. You may appoint additional agents, co-agents, lead arrangers or bookrunners or confer other titles in respect of any Senior Secured Facility in a manner and with economics determined by you in consultation with MLPF&S, except that (a) you may appoint only one other entity to act as lead arranger and bookrunner and one other entity to act as bookrunner (in each case subject to our approval, not to be unreasonably withheld, delayed or conditioned) with respect to the Senior Secured Facilities and (b) MLPF&S’s economics with respect thereto may not be less than those of any other entity. To the extent you appoint additional agents, co-agents, lead arrangers or bookrunners or confer other titles in respect of any Senior Secured Facility, the commitments of MLPF&S in respect of the relevant Senior Secured Facility will be reduced ratably by the amount of the commitments of such appointed entities upon the execution by such financial institution of customary joinder documentation and, thereafter, each such financial institution shall constitute an “Additional Bank”, “Arranger” or “Agent” hereunder as designated by you. Each of the foregoing will perform the duties and exercise the authority customarily performed and exercised by it in such roles. No compensation (other than that expressly contemplated by the fee letter of even date herewith addressed to you providing, among other things for certain fees relating to the Senior Secured Facilities (the “Fee Letter”) and other than in connection with any additional appointments referred to above) will be paid in connection with the Senior Secured Facilities unless you and we shall so agree.

3. Syndication.

We reserve the right, prior to and/or after the execution of definitive documentation for each of the Senior Secured Facilities, to syndicate all or a portion of our commitments with respect to each of the Senior Secured Facilities to a group of banks, financial institutions and other institutional lenders (together with the Agent and any Additional Banks, the “Lenders”) identified by us in consultation with you and reasonably acceptable to you (subject to the restrictions set forth below) including, without limitation, any relationship lenders designated by you in consultation with the Arranger, and you agree to use commercially reasonable efforts to provide the Agent with a period of at least 20 consecutive calendar days following the launch of the general syndication of the Senior Secured Facilities and immediately prior to the Closing Date to syndicate the Senior Secured Facilities; provided that (a) we agree not to syndicate our commitments to certain banks, financial institutions and other institutional lenders specified in writing by you to the Arranger prior to the launch of syndication or to competitors of the Company (as defined below) specified in writing by you to the Arranger from time to time (together, the “Disqualified Lenders”), (b) notwithstanding our right to syndicate the Senior Secured Facilities, and receive commitments with respect thereto, we may not assign all or any portion of our commitment hereunder prior to the Closing Date, and (c) any and all lenders to which the commitments may be assigned shall take such assignments subject to clause (a) above. Without limiting the foregoing proviso and notwithstanding any other provision herein, we shall not, except with your written consent, be relieved and novated from our obligations hereunder in connection with any syndication until after the Closing Date and, unless you agree in writing, we shall retain exclusive control over all rights and obligations with respect to our commitments hereunder, including all rights with respect to consents, modification and amendments, until the Closing Date has occurred

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and the extensions of credit to be made on such date as contemplated hereby have been made. We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to use commercially reasonable efforts to assist us in completing a reasonably satisfactory syndication. Such assistance shall include your using commercially reasonable efforts to (a) ensure that any syndication efforts benefit materially from your, the Sponsor’s and the Company’s existing lending and investment banking relationships, (b) provide direct contact between senior management, representatives and advisors of you (and cause direct contact between senior management, representatives and advisors of the Company) on the one hand and the proposed Lenders on the other hand, at times reasonably agreed upon, (c) assist you (and cause the assistance by the Sponsor and the Company) in the preparation of a Confidential Information Memorandum for the Senior Secured Facilities and other customary marketing materials (collectively, the “Information Materials”) to be used in connection with the syndication, (d) obtain, prior to the launch of the syndication, ratings for the Senior Secured Facilities from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), and (e) host, with the Arranger, one or more meetings of prospective Lenders at times and places reasonably agreed upon. To assist the Arranger in its syndication efforts, you agree to use commercially reasonable efforts to promptly prepare and provide to the Arranger all information reasonably available with respect to you, the Company, and each of your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby as the Arranger may reasonably request in connection with the syndication of the Senior Secured Facilities, including all financial information and Projections. You agree, at the reasonable request of the Arranger, to use commercially reasonable efforts to assist in the preparation of a version of the Confidential Information Memorandum and other customary marketing materials and presentations to be used in connection with the syndication of the Senior Secured Facilities, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Borrower, the Company, or their respective subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You and we agree that all documents that are not attached to the public filings of the Company shall be deemed to be “private” unless marked as “public” by you or the Company. Without limiting your obligations to assist with syndication efforts as set forth above, the completion of such syndications is not a condition to the commitments hereunder.

The Arrangers will, in consultation with you, manage all aspects of the syndication, including decisions as to the selection of institutions to be approached (other than Disqualified Lenders), when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders (in each case subject to the provisions set forth in this Commitment Letter and, in any event, it being understood that potential syndicate members to be approached and the allocation of naming rights and titles shall be reasonably acceptable to you).

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4. Information.

You hereby represent that (a) to the best of your knowledge, all written information other than the Projections and information of a general economic nature or general industry nature (the “Information”) that has been or will be made available to the Arranger by you or any of your representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) any projections, forecasts, pro forma data, budgets, estimates or other forward-looking statements (collectively, the “Projections”) that have been or will be made available to the Arranger by you or the Sponsor or any of your or its respective representatives have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time such Projections are made available to the Arranger; it being recognized by the Lenders that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the Closing Date any of the representations in the preceding sentence would, to the best of your knowledge, be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to supplement the Information and the Projections to the extent of Information available to you so that such representations will be correct in all material respects under those circumstances. In arranging and syndicating the Senior Secured Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

5. Fees.

As consideration for the Agent’s commitment hereunder, and our agreement to perform the services described herein, you agree to pay to the Agent the fees set forth in this Commitment Letter and in the Fee Letter.

6. Conditions Precedent.

The Agent’s commitment hereunder, and our agreement to perform the services described herein, is subject to the satisfaction of the conditions set forth in the Term Sheets under the heading “Conditions Precedent to the Initial Borrowing” and in Exhibit D hereto. There shall be no conditions to closing and funding not expressly set forth therein.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation (as defined in Exhibit C) or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations the making of which shall be a condition to availability of the Senior Secured Facilities on the Closing Date shall be (A) such of the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations under such Merger Agreement as a result of a breach of such representations

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(determined without regard to whether any notice is required to be delivered by you), and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Senior Secured Facilities on the Closing Date if the conditions set forth in Exhibit D are satisfied (it being understood that, to the extent any guarantee or Collateral (as defined in the Term Sheet) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such guarantee or Collateral shall not constitute a condition precedent to the availability of the Senior Secured Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to reasonable arrangements and timing to be mutually agreed)). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheet relating to corporate power and authority, the authorization, execution, delivery and enforceability of the Facilities Documentation, Federal Reserve margin regulations and the Investment Company Act.

7. Clear Market.

From the date of this Commitment Letter until the earlier of our completion of a Successful Syndication (as defined in the Fee Letter) of the Senior Secured Facilities and the Closing Date, you will ensure that no debt financing (other than the financings contemplated hereby and other than debt permitted to be issued under the Merger Agreement and other debt disclosed to us) for Holdings or any of its subsidiaries is syndicated or placed without the prior written consent of the Arranger if such financing, syndication or placement would have, in the reasonable judgment of the Arranger, a materially detrimental effect upon such syndication.

8. Indemnification; Expenses.

You agree to indemnify and hold harmless each of us and our respective affiliates (excluding Merrill Lynch Global Partners, Inc.), and our and their respective officers, directors, employees, agents, representatives, advisors, controlling persons and members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions, the Senior Secured Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by you, or any of your or their respective subsidiaries or affiliates), and to reimburse each such Indemnified Person within 30 days after receipt of a reasonably detailed written invoice for any reasonable out-of-pocket legal or other expenses of one firm of counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter, after receipt of your consent, which shall not be unreasonably withheld or delayed, retain its own counsel of another firm of counsel for such affected Indemnified Person) (except the allocated costs of in-house counsel) paid or incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity

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will not, as to any Indemnified Person, apply to (A) losses, claims, damages, liabilities or related expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision or a settlement tantamount thereto) of such Indemnified Person or any Related Person thereof (ii) arising from a material breach of the obligations of such Indemnified Person or any Related Person thereof under this Commitment Letter, the Fee Letter or the Facilities Documentation, or (iii) arising out of any claim, litigation, investigation or proceeding that is brought solely by an Indemnified Person or Related Person thereof against any other Indemnified Person or Related Person of any other Indemnified Person or (B) any settlement entered into by such Indemnified Person without your written consent (such consent not to be unreasonably withheld or delayed); provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. For purposes hereof, a “Related Person” of an Indemnified Person means (i) if the Indemnified Person is any of the Arranger or any of its affiliates, or any of their respective officers, directors, employees and agents, any of the Arranger and its affiliates and their respective officers, directors, employees and agents, or (ii) if the Indemnified Person is any Lender or any of its affiliates, or any of their respective officers, directors, employees and agents, such Lender and its affiliates and their respective officers, directors, employees and agents. “Related Person” shall in any event exclude Sponsor and its officers, directors, employees and agents.

If the Closing Date occurs, you agree to reimburse us from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of our due diligence investigation, fees and expenses of consultants hired with your consent (such consent not to be unreasonably withheld or delayed), syndication expenses, travel expenses and fees, disbursements and other charges of Cahill Gordon & Reindel LLP and of a single local counsel to us in each relevant jurisdiction (except the allocated costs of in-house counsel)) in each case incurred in connection with the Senior Secured Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the Senior Secured Facilities and any ancillary documents or security arrangements in connection therewith. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for any indirect, special, punitive or consequential damages in connection with its activities related to the Senior Secured Facilities. The foregoing provisions shall be superseded in each case by the applicable provisions contained in the definitive financing documentation upon execution thereof and the payment of all amounts owing hereunder and under the Fee Letter and thereafter shall have no further force and effect.

9. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that the Arranger, the Agent, and their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies. You also acknowledge that we do not have any obligation to

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use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we or our affiliates have advised or are advising you on other matters, (b) we, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that we and our affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the Transactions contemplated by this Commitment Letter and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that the Arranger is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, the Arranger or its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Borrower, the Company and its subsidiaries and other companies with which you, the Borrower, the Sponsor or the Company or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Arranger, any of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

10. Assignments; Amendments; Governing Law, Etc.

This Commitment Letter shall not be assignable by any party hereto without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void) (provided that you may assign your rights and delegate your obligations hereunder to one or more of your affiliates controlled, directly or indirectly, by the Sponsor and Mr. Dickey that consummates the Acquisition and to the Company or one of its subsidiaries as a result of the Acquisition, and upon such assignment and delegation, your obligations hereunder shall terminate and the assignee shall be bound hereunder), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons). Any and all obligations of, and services to be provided by, the Agent and the Arranger hereunder (including, without limitation, the commitment of the Agent) may be performed and

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any and all rights of the Agent and the Arranger hereunder may be exercised by or through any of their respective affiliates or branches; provided that we shall remain liable for the performance of all obligations and services hereunder and that any such affiliate or branch shall be bound by the terms hereof. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Agent, the Arranger and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. You acknowledge that information and documents relating to the Senior Secured Facilities may be transmitted through Syndtrak, Intralinks, the internet, email or similar electronic transmission systems, and that the Agent and the Arranger shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner except to the extent they have resulted from the willful misconduct, bad faith, or gross negligence of the Agent or the Arranger (as determined by a court of competent jurisdiction in a final, non-appealable decision or settlement tantamount thereto). The Agent and the Arranger may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as they may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of the Borrower and its affiliates (or any of them), and the amount, type and closing date of such Transactions, all at the expense of the Agent. This Commitment Letter and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the Senior Secured Facilities. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

11. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and (d)

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agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by law. Service of any process, summons, notice or document by registered mail addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

12. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

13. Confidentiality.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person except (a) to the Sponsor and your and the Sponsor’s and your affiliates’ officers, directors, employees, members, partners, stockholders, attorneys, accountants, advisors and actual or potential co-investors who are directly involved in the consideration of this matter, (b) as required by applicable law or compulsory legal process or in connection with any pending legal proceeding (in which case each party agrees, to the extent permitted by applicable law, to inform the other promptly thereof) or regulatory review and (c) you may make public disclosures of the terms and conditions hereof to the extent such terms and conditions have become publicly available as a result of disclosures thereof by persons other than you; provided that you may disclose this Commitment Letter and the contents hereof (but you may not disclose the Fee Letter or the contents thereof) (i) to the Company, its affiliates and their respective officers, directors, employees, attorneys, accountants and advisors, in each case who are directly involved in the consideration of this matter (provided that you also may disclose the “market flex” provisions of the Fee Letter (subject to redactions reasonably satisfactory to the Agent) to such persons), (ii) to any rating agencies, (iii) to assignees or participants or potential assignees or participants of our obligations under this Commitment Letter or the Facilities Documentation, and (iv) to any Lender or prospective Lender in connection with the Transactions. The foregoing restrictions shall cease to apply (except in respect of the Fee Letter and the contents thereof) after the Facilities Documentation shall have been executed and delivered by the parties thereto.

The Arranger, the Agent and their respective affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent the Arranger and the Agent from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Arranger and the Agent, to the extent permitted by law, agree to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over the Arranger, the Agent or any of their respective

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affiliates (in which case the Agent and the Arranger, to the extent permitted by applicable law, agree to inform you promptly thereof), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Arranger, the Agent or any of their affiliates, (d) to the extent that such information is received by the Arranger and the Agent from a third party that is not to their knowledge subject to confidentiality obligations to the Borrower, (e) to the extent that such information is independently developed by the Arranger and the Agent, (f) to the Arranger’s and the Agent’s respective affiliates and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) to the extent permitted by Section 10 hereof, in respect of the customary advertisements and promotional materials contemplated thereby or (i) for purposes of establishing a “due diligence” defense. The Arranger’s and the Agent’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Senior Secured Facilities upon the initial funding thereunder.

14. Surviving Provisions.

The compensation, reimbursement, indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments of the Agent hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter and the Fee Letter, other than those provisions relating to confidentiality with respect to this Commitment Letter and the Fee Letter, shall automatically terminate and be superseded by the definitive documentation relating to the Senior Secured Facilities upon the initial funding thereunder and the payment of all amounts owing hereunder and under the Fee Letter, and you shall automatically be released from all liability in connection herewith at such time.

15. PATRIOT Act Notification.

The Agent hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Agent is required to obtain, verify and record information that identifies the Borrower and any other borrowers under the Senior Secured Facilities, which information includes the name, address, tax identification number and other information regarding the Borrower and such other borrowers that will allow the Agent to identify the Borrower and such other borrowers in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to the Agent and each Lender.

16. Acceptance and Termination.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on

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August 6, 2007. The commitments of the Agent hereunder, and the Agent’s agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur on or before 5:00 p.m., New York City time, on February 9, 2009, then, subject to the provisions of Section 14 hereof, this Commitment Letter and the commitments of the Agent hereunder, and the Agent’s and the Arranger’s agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless the Agent and the Arranger shall, in their discretion, agree to an extension.

[Remainder of this page intentionally left blank]

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We are pleased to have been given the opportunity to assist you in connection with this important financing.


Very truly yours, MERRILL LYNCH CAPITAL CORPORATION
By:	/s/ David Turlin
	Name:	David Turlin
	Title:	Vice President


MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ David Turlin
	Name:	David Turlin
	Title:	Vice President

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Accepted and agreed to as of
the date first above written:


CLOUD MERGER CORPORATION

By:		/s/ Lewis W. Dickey, Jr.
		Name: Lewis W. Dickey, Jr.
		Title: Chairman, President and
		Chief Executive Officer

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EXHIBIT A

Project Storm

$880.0 Million First Lien Credit Facilities

$140.0 Million Second Lien Credit Facility

Transactions Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the commitment letter to which this Exhibit A is attached.

Cloud Acquisition Corporation, a newly formed domestic entity (“Holdings”) and Cloud Merger Corporation (“Newco” or “you” and, after giving effect to the Acquisition, the “Borrower”), a newly formed domestic corporation and a wholly owned subsidiary of Holdings, have entered into an agreement and plan of merger dated the date hereof (together with the schedules and exhibits thereto, the “Merger Agreement”) with a company previously identified to you as “Storm” (the “Company”), pursuant to which Newco will be merged with and into the Company (the “Acquisition”) with the Company as the surviving corporation. All of the outstanding equity interests of Holdings will be owned, directly or indirectly, by Merrill Lynch Global Partners, Inc. or its affiliates or investment funds or partnerships managed by such entities (collectively, the “Sponsor”), certain investors designated by the Sponsor (collectively, the “Designated Investors”), Lewis W. Dickey, Jr., certain other members of Mr. Dickey’s family, one or more affiliates or investment funds or partnerships managed by Mr. Dickey and certain other investors designated by Mr. Dickey (collectively, the “Dickey Group”) and certain members of management of the Company, if any (collectively, the “Management Investors” and, collectively with the Sponsor, the Designated Investors and the Dickey Group, the “Investors”).

In connection with the foregoing, it is intended that:

(a) Pursuant to the Merger Agreement, on the Closing Date (as defined below), the Investors will make an investment in Holdings and the Management Investors and the Dickey Group will roll over equity, which equity investment and rollover equity shall in the aggregate constitute not less than 20% of the pro forma capitalization of Holdings (together, the “Equity Contribution”).

(b) In connection with the Acquisition, the Borrower will on the Closing Date obtain a first lien senior secured term loan facility in an aggregate principal amount of up to $780.0 million (the “First Lien Term Facility”), a first lien senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million (the “Revolving Facility”) and a second lien senior secured term loan facility in an aggregate principal amount of up to $140.0 million (the “Second Lien Credit Facility” and, together with the First Lien Term Facility and the Revolving Facility, the “Senior Secured Facilities”).

(c) Certain existing debt of the Company and its subsidiaries shall be repaid, including without limitation all amounts outstanding under the Company’s existing credit agreement dated as of June 7, 2006 (as amended prior to the date hereof, the “Existing

A-1

Credit Agreement”), and all commitments and other obligations under the Existing Credit Agreement shall be terminated. Holdings and its subsidiaries shall not have any material debt outstanding on the Closing Date after giving effect to the Transactions except for the debt described in clause (b) above and such other existing debt of the Company as may be agreed by the Company and the Arranger.

(d) Fees and expenses incurred in connection with the foregoing (collectively, the “Transaction Costs”) will be paid.

The date on which the Acquisition is consummated and the initial borrowings are made under the Senior Secured Facilities is referred to herein as the “Closing Date”. The transactions described above are collectively referred to herein as the “Transactions”.

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EXHIBIT B

Project Storm
$880.0 Million First Lien Credit Facilities
Summary of Principal Terms and Conditions

Capitalized terms used in this Exhibit B but not defined herein shall have the meanings set forth in the commitment letter and the other Exhibits attached to the commitment letter to which this Exhibit B is attached (the “Commitment Letter”). The material terms of the First Lien Credit Facilities are set forth or described in this Exhibit B.


Borrower:		Cloud Merger Corporation, a newly formed domestic corporation (“*Borrower*”), all the outstanding equity interests of which will be owned by Holdings.

Holdings:		The direct parent of Borrower.

Agent:		Merrill Lynch Capital Corporation or another institution appointed by the Sponsor and Mr. Dickey will act as sole administrative agent and collateral agent (in such capacities, the “*Administrative Agent”) and Merrill Lynch Capital Corporation will act as syndication agent (the “Syndication Agent”) for a syndicate of banks, financial institutions and other institutional lenders (other than the Disqualified Lenders) reasonably acceptable to the Borrower (together with Merrill Lynch Capital Corporation, the “Lenders*”), and will perform the duties customarily associated with such roles.

Lead Arranger:		Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “*Arranger*”) will act as a lead arranger for the First Lien Credit Facilities (as defined below), and will perform the duties customarily associated with such role.

Book-Running Manager:		Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as a book-running manager for the First Lien Credit Facilities, and will perform the duties customarily associated with such role.

First Lien Credit Facilities:		(A) A first lien senior secured term loan facility in an aggregate principal amount of $780.0 million (the “*First Lien Term Facility*”).

		(B) A first lien senior secured revolving credit facility in an aggregate principal amount of $100.0 million (the “*Revolving Facility*” and, together with the

B-1


		First Lien Term Facility, the “*First Lien Credit Facilities”), of which up to an aggregate amount to be agreed upon will be available through a subfacility in the form of letters of credit (“Letters of Credit*”) on terms and conditions consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement.

		In connection with the Revolving Facility, Merrill Lynch Capital Corporation (in such capacity, the “*Swingline Lender*”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to an aggregate amount to be agreed upon on terms and conditions consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement. Except for purposes of calculating the Commitment Fee described in Annex B-I hereto, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each Lender under the Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.

Incremental Facilities:		The First Lien Credit Facilities will permit the Borrower to add one or more incremental term loan facilities under the definitive credit agreement for the First Lien Credit Facilities (each, an “*Incremental Term Facility”) and/or increase commitments under the Revolving Facility and/or add one or more incremental revolving facilities (each, an “Incremental Revolving Facility”; the Incremental Term Facilities and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities*”) in an aggregate principal amount of up to $200.0 million (less the amount incurred under the equivalent basket under the Second Lien Credit Facility) plus the amount available at the time of incurrence under the First Lien Senior Incurrence Test (as defined below) on terms and conditions consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement. In any event, there shall be no “most favored nation” provision in the First Lien Credit Facilities with respect to the pricing of the Incremental Facilities and the Incremental Facilities shall not be limited to existing Lenders under the First Lien Credit Facilities.

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		The term “*First Lien Senior Incurrence Test*” refers to the incurrence of Incremental Facilities under the First Lien Credit Facilities so long as, on a pro forma basis for such incurrence, the Borrower’s First Lien Senior Secured Leverage Ratio (to be defined in a manner consistent with Sponsor Precedent) does not exceed a ratio to be agreed.

Purpose:		(A) The proceeds of the First Lien Term Facility will be used by the Borrower on the Closing Date, together with the proceeds of the Equity Contribution and the Second Lien Credit Facility, to pay (a) the purchase price of the Acquisition, (b) repay certain existing indebtedness of the Company, including all amounts outstanding under the Existing Credit Agreement, and (c) the Transaction Costs.

		(B) The proceeds of loans under the Revolving Facility will be used by the Borrower from time to time solely for general corporate purposes (including without limitation, for permitted acquisitions), subject to the “Availability” limitations set forth below.

Availability:		(A) The full amount of the First Lien Term Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the First Lien Term Facility that are repaid or prepaid may not be reborrowed.

		(B) Up to an amount to be agreed upon in loans under the Revolving Facility may be made available on the Closing Date to finance the Transactions. Additionally, Letters of Credit may be issued on the Closing Date in order to backstop or replace letters of credit outstanding on the Closing Date under facilities no longer available to the Borrower as of the Closing Date on commercially reasonable terms and for general corporate purposes. Otherwise, loans under the Revolving Facility will be available and Letters of Credit may be issued at any time after the Closing Date and prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon. Amounts repaid under the Revolving Facility may be reborrowed.

Interest Rates and Fees:		As set forth on Annex B-I hereto.

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Default Rate:		Interest will accrue on any overdue principal at a rate of 2.0% per annum in excess of the rate (including with respect to the applicable interest rate margin) otherwise applicable to such loan and, with respect to any other overdue amount, at a rate of 2.0% per annum in excess of the ABR, and will be payable on demand.

Letters of Credit:		Letters of Credit will be issued by a Lender or Lenders acceptable to the Borrower and the Administrative Agent (the “*Issuing Bank*”) on terms and conditions consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement.

		The issuance of all Letters of Credit shall be subject to the customary procedures of the Issuing Bank or as otherwise may be agreed by the Borrower and the Issuing Bank.

Final Maturity and Amortization:		(A) First Lien Term Facility

		The First Lien Term Facility will mature on the date that is seven years after the Closing Date, and will amortize during the first six years and nine months after the Closing Date in equal quarterly installments in an aggregate annual amount equal to 1% of the principal amount of the First Lien Term Facility, with the balance payable at maturity.

		(B) Revolving Facility

		The Revolving Facility will mature and the commitments thereunder will terminate on the date that is six years after the Closing Date.

Guarantees:		All obligations of the Borrower as borrower under the First Lien Credit Facilities and under any interest rate protection or other hedging arrangements entered into with a Lender, the Arranger or the Agent at the time of such transaction, or any affiliate of any of the foregoing (“*Hedging Arrangements”), will be unconditionally guaranteed (the “Guarantees”) by Holdings and each existing and subsequently acquired or organized direct or indirect wholly owned restricted domestic subsidiary of the Borrower (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors*”), subject to exceptions (including with respect to immaterial subsidiaries and domestic subsidiaries of Foreign Subsidiaries) consistent with Sponsor Precedent and,

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		in any event, no less favorable than those set forth in the Existing Credit Agreement.

		Notwithstanding the foregoing, certain subsidiaries may be excluded from the guarantee requirement if the Administrative Agent and the Borrower reasonably determine that the cost of providing such guarantee outweighs to the value afforded thereby.

		A Guarantee by a Subsidiary Guarantor shall be released upon the sale of such subsidiary, subject to such sale being permitted and the use of the proceeds therefrom as set forth in the First Lien Credit Facilities, and upon certain other events, including the applicable entity being designated an unrestricted subsidiary and such entity no longer constituting a subsidiary.

Security:		The obligations of the Borrower as borrower under the First Lien Credit Facilities, the obligations of the Guarantors under the Guarantees and any obligations of the Borrower under any Hedging Arrangements will be secured by a perfected first priority security interest in substantially all assets of the Borrower and each Guarantor, whether owned on the Closing Date or thereafter acquired (collectively, the “*Collateral*”), including but not limited to: (a) a perfected pledge of all the non-voting equity interests held by the Borrower or any Subsidiary Guarantor (which pledge, in the case of Foreign Subsidiaries, shall be limited to 65% of the non-voting equity interests of material first-tier Foreign Subsidiaries) and (b) perfected security interests in substantially all material owned tangible and intangible assets of the Borrower and each Subsidiary Guarantor.

		Notwithstanding anything to the contrary herein, the Collateral (or, if applicable, the Collateral documentation) shall exclude the following: (i) any voting stock of the Borrower or any of its subsidiaries, (ii) vehicles and other assets subject to certificates of title, letter-of-credit rights and commercial tort claims, (iii) interests in real property (including any requirement to obtain landlord waivers, consents or estoppels), (iv) those assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs of obtaining such a security interest outweigh the value of the security to be afforded thereby, (v) assets if the granting or perfecting of such security interest would violate any applicable law, agreement (including permitted

B-5


		liens, leases and licenses) or the organizational documents of any non-wholly owned subsidiary or joint venture, (vi) cash, deposit accounts and securities accounts, (vii) equity interests and assets of Partners and unrestricted and immaterial subsidiaries, (viii) FCC licenses (provided that the Borrower shall cause all FCC licenses to be contributed to special purpose subsidiaries, the stock of which shall be pledged as security) and (ix) assets to the extent a security interest in such assets could result in material adverse tax consequences as reasonably determined by the Borrower. There shall be no lockbox arrangements nor any control agreements relating to the Borrower’s and its subsidiaries’ deposit or securities accounts.

		All the above-described pledges, security interests and mortgages shall be created on terms and pursuant to documentation consistent with Sponsor Precedent and, in any event, no less favorable than the related terms and documentation for the Existing Credit Agreement. None of the Collateral shall be subject to any other liens, subject to customary and other exceptions consistent with Sponsor Precedent, liens permitted under the Merger Agreement and the disclosure schedules thereto that are to remain on the Closing Date or as otherwise agreed upon, including under the Second Lien Credit Facility.

		Holdings shall be obligated to reorganize the capital structure of each of its existing and future domestic and first-tier Foreign Subsidiaries (other than any unrestricted subsidiary and any immaterial subsidiary and any other subsidiary the stock of which is excluded from the Collateral by operation of the previous paragraph) so that an amount to be reasonably agreed (but a substantial majority) of the economic value of the capital stock of each such domestic subsidiary is in non-voting stock of such domestic subsidiary and to the extent practicable under the laws where such Foreign Subsidiary is organized, an amount to be reasonably agreed (but a substantial majority) of the economic value of the capital stock of each such first-tier Foreign Subsidiary is in non-voting stock of such first-tier Foreign Subsidiary, in each case, on terms reasonably satisfactory to the Administrative Agent and the Borrower.

		In addition, the charter documents of the Borrower and each of its subsidiaries will require the consent of the holders of a majority of the non-voting stock of the Borrower or

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		such subsidiary, as applicable, under certain circumstances, to the extent the consent of the non-voting stockholders under such circumstances is required by applicable law.

		“*Foreign Subsidiary*” shall mean (i) any subsidiary of the Borrower that is organized and existing under the laws of any jurisdiction outside of the United States of America and (ii) any subsidiary of the Borrower that has no material assets other than securities of one or more subsidiaries described in clause (i) above and indebtedness issued by such subsidiaries, and other assets relating to an ownership interest in any such securities, indebtedness or subsidiaries.

		For the avoidance of doubt, Cumulus Media Partners, LLC (“Partners”) shall not be considered a subsidiary for purposes of the Commitment Letter and Facilities Documentation.

		The liens securing the First Lien Credit Facilities will be senior in priority to the liens securing the Second Lien Credit Facility and any permitted refinancings thereof. The priority of the security interests and related creditor rights between the First Lien Credit Facilities and the Second Lien Credit Facility will be set forth in a customary intercreditor agreement (the “*Intercreditor Agreement*”) on terms and conditions to be agreed.

Mandatory Prepayments:		Loans under the First Lien Term Facility shall be prepaid with (a) beginning with the fiscal year ending December 31, 2008, 50% of annual Excess Cash Flow (to be defined in a manner consistent with Sponsor Precedent and in any event no less favorable than the definition thereof in the Existing Credit Agreement) of the Borrower and its restricted subsidiaries, with step-downs to 25% if the Total Leverage Ratio is less than 7.25:1.00, and 0% if the Total Leverage Ratio is less than 6.25:1.00; provided (i) that any voluntary prepayments and amortization payments of Loans (including Loans under the Revolving Facility to the extent commitments thereunder are permanently reduced by the amount of such prepayments) other than prepayments funded with the proceeds of incurrences of indebtedness shall be credited against excess cash flow prepayment obligations on a dollar-for-dollar basis and (ii) in the event that consolidated net income for any period includes an amount of asset sale proceeds that have been applied to prepay the First Lien Credit Facilities or the Second Lien

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		Credit Facility, the amount of excess cash flow for such period will be reduced by the amount of such asset sale proceeds so applied, (b) 100% of the net cash proceeds of specified non-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries (including proceeds from the sale or issuance of stock of any restricted subsidiary of the Borrower, and insurance and condemnation proceeds) in excess of an amount to be agreed and subject to the right of the Borrower to reinvest if such proceeds are reinvested in property used or useful in the business of the Borrower and its subsidiaries (or committed to be reinvested) within 18 months (and if committed to be so reinvested, actually reinvested within 6 months), and other exceptions to be agreed upon consistent with Sponsor Precedent and in any event no less favorable than those in the Existing Credit Agreement; provided (i) that the foregoing percentage shall be reduced to 50% if the Total Leverage Ratio is less than 7.25:1.00, and shall be reduced to 0% if the Total Leverage Ratio is less than 6.25:1.00 and (ii) the Borrower’s right to reinvest shall not apply to the disposition of stations required by the FCC to be disposed of in connection with the Transactions, and (c) 100% of the net cash proceeds from specified debt issuances (other than debt permitted under the definitive credit documentation).

		Notwithstanding the foregoing, each Lender under the First Lien Term Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected shall be applied to prepay loans outstanding under the Second Lien Credit Facility in accordance with the terms thereof to the extent required thereby; and thereafter, be retained by the Borrower.

		The above-described mandatory prepayments shall be applied to the First Lien Term Facility in the manner directed by the Borrower.

Voluntary Prepayments and Reductions in Commitments:		Voluntary reductions of the unutilized portion of the commitments under the First Lien Credit Facilities and prepayments of borrowings thereunder will be permitted at any time, in a manner directed by the Borrower.

Representations and Warranties:		Consistent with Sponsor Precedent and, in any event, no less favorable than the Existing Credit Agreement.

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Conditions Precedent to Initial Borrowing:		The initial borrowing under the First Lien Credit Facilities will be subject to the accuracy of the Specified Representations in all material respects and the conditions set forth in Exhibit D to the Commitment Letter.

Conditions Precedent to All Borrowings (other than the Initial Borrowing):		Delivery of notice, accuracy of representations and warranties in all material respects and absence of defaults or events of default.

Facilities Documentation:		The definitive financing documentation for the First Lien Credit Facilities (the “*Facilities Documentation”) shall contain the terms and conditions set forth in the Commitment Letter and such other terms as the Borrower and the Arranger shall agree, provided* that there shall not be any conditions to the Closing Date other than as set forth in Exhibit D to the Commitment Letter, subject to the second paragraph under Section 6 in the Commitment Letter and under the caption “Conditions Precedent to Initial Borrowing” above. The representations and warranties, covenants and events of default contained in the Facilities Documentation shall, in each case, be applicable to the Borrower and its restricted subsidiaries and contain exceptions for materiality or otherwise and “baskets” consistent with those contained in documentation for recent transactions for companies owned by Sponsor (the provisions of such facilities being referred to collectively as “*Sponsor Precedent*”).

Affirmative Covenants:		Consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement.

Negative Covenants:		Usual and customary for financings of this kind consistent with Sponsor Precedent (to be applicable to the Borrower and its restricted subsidiaries), subject to customary and other exceptions and qualifications to be agreed upon and limited to the following (in each case having terms consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement):

		1. Limitation on indebtedness and preferred stock (other than the incurrence of unsecured indebtedness so long as (A) no event of default exists, (B) on

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		a pro forma basis for such incurrence, the Borrower is in compliance with the Financial Covenants, (C) any such unsecured indebtedness shall not amortize and (D) the maturity date of any such unsecured indebtedness shall be no earlier than six months after the maturity date of the Senior Secured Facilities.)

		2. Limitation on liens.

		3. Limitation on fundamental changes.

		4. Limitation on investments, loans, advances, guarantees and acquisitions (it being understood that the Borrower and its restricted subsidiaries will be permitted to make acquisitions as long as (A) no event of default exists, (B) the Borrower would be in pro forma compliance with the Financial Covenants after giving effect thereto and (C) (i) the acquired company and its domestic subsidiaries become Guarantors of the Senior Secured Facilities (to the extent otherwise required by the Facilities Documentation) and (ii) acquisitions of entities that do not become Guarantors by the Borrower or any Guarantor will be limited to an amount to be agreed).

		5. Limitation on asset sales.

		6. Limitation on sale and leaseback transactions.

		7. Limitation on hedging agreements.

		8. Limitation on restricted payments and certain payments of specified indebtedness.

		9. Limitation on transactions with affiliates.

		10. Limitation on restrictive agreements.

		11. Limitation on FCC licenses and license subsidiaries.

		12. Limitation on amendment of material documents.

		Exceptions to the foregoing will also include but not be limited to permitted acquisitions, investments, restricted payments, prepayments of junior debt and other items to be agreed, with flexibility to use for such purposes the

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		Available Amount (as defined below), subject to customary conditions, including, in the case of restricted payments, the absence of an event of default and pro forma satisfaction of a Total Leverage Ratio of 7.25x.

		The “*Available Amount” means a cumulative amount equal to, without duplication, the sum of (a) $32.5 million plus (b) the retained portion of excess cash flow beginning with the year ending December 31, 2008 (i.e., excess cash flow as defined for purposes of the mandatory prepayment requirements set forth herein and not otherwise applied to prepay the First Lien Credit Facilities), plus (c) Declined Amounts (as defined in the Second Lien Term Sheet), plus (d) the proceeds of public or private equity issuances of the Borrower and cash capital contributions to the Borrower, plus (e) debt and disqualified stock (defined in a manner consistent with Sponsor Precedent) of the Borrower issued after the Closing Date that have been exchanged or converted into qualified equity, together with the fair value of any property received upon such exchange or conversion, plus (f) the net proceeds of sales of investments made using the Available Amount, plus (g) returns, profits, distributions and similar amounts received on investments made using the Available Amount, plus (h) the investments of Holdings and its restricted subsidiaries in any unrestricted subsidiary that has been redesignated as a restricted subsidiary or that has been merged or consolidated into Holdings or any of its restricted subsidiaries or the fair market value of the assets of any unrestricted subsidiary that have been transferred to Holdings or any of its restricted subsidiaries; provided* that, subject to exceptions to be agreed, the initial investment in such unrestricted subsidiary was funded using the Available Amount, plus (i) the proceeds of asset sales not otherwise used to prepay the First Lien Credit Facilities and the Second Lien Credit Facilities.

Financial Covenants:		To consist of a minimum consolidated interest coverage ratio and maximum total leverage ratio, in each case defined in a manner consistent with Sponsor Precedent and, in any event, no less favorable than the definition thereof in the Existing Credit Agreement and with levels set at a 30% cushion from the agreed-upon sponsor financial model. The covenants shall be tested as of the end of each fiscal quarter commencing as of the first full fiscal quarter after the Closing Date.

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		For purposes of determining compliance with the financial covenants, a cash equity contribution by any Investor in Holdings (which shall, in turn, make a cash equity contribution to the Borrower) after the Closing Date and on or prior to the day that is ten days after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be included on a dollar-for-dollar basis in the calculation of consolidated EBITDA for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of EBITDA, a “*Specified Equity Contribution”); provided* that (a) in each four fiscal quarter period, there shall be a period of at least one fiscal quarter in which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution with respect to the financial covenant shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants and (c) all Specified Equity Contributions shall be disregarded for purposes of determining leverage-based pricing and any basket increases due to equity contributions with respect to the covenants contained in the definitive credit documentation.

Events of Default:		Consistent with Sponsor Precedent and, in any event, no less favorable than the Existing Credit Agreement.

Unrestricted Subsidiaries:		The Facilities Documentation will contain provisions pursuant to which, subject to no default or event of default and limitations on investments, loans, advances, guarantees and debt incurrence, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently redesignate any such unrestricted subsidiary as a restricted subsidiary (subject to customary conditions). Unrestricted subsidiaries will not be subject to the representations and warranties, the affirmative or negative covenants or event of default provisions of the Facilities Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance with any financial ratio test.

Voting:		Consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement.

B-12


		The Borrower will have the right to replace or prepay any Lender who does not consent to any amendment or waiver requiring the consent of such Lender but approved by Lenders holding at least 50% of the aggregate amount of the loans and commitments under the First Lien Credit Facilities.

Cost and Yield Protection:		Consistent with Sponsor Precedent and, in any event, no less favorable than the Existing Credit Agreement.

Assignments and Participations:		The Lenders will be permitted to assign (a) loans under the Term Facility with the consent of the Borrower (not to be unreasonably withheld or delayed), and (b) loans and commitments under the Revolving Facility with the consent of the Borrower (not to be unreasonably withheld or delayed), the Swingline Lender and the Issuing Bank; provided that no consent of the Borrower shall be required (i) if such assignment is made to another Lender or an affiliate or approved fund of a Lender or (ii) after the occurrence and during the continuance of an Event of Default relating to payment default or bankruptcy. All assignments will also require the consent of the Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $1,000,000 in respect of the Term Facility and $5,000,000 in respect of the Revolving Facility. Assignments will be by novation and will not be required to be pro rata between the First Lien Credit Facilities.

		The Lenders will be permitted to sell participations in loans and commitments without restriction. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or fees payable to such participant, (c) extensions of final maturity or scheduled amortization of, or payment of interest or fees owing in respect of, the loans or commitments in which such participant participates, (d) releases of all or substantially all of the value of the Guarantees or all or substantially all of the Collateral and (e) modifications of the pro rata sharing provisions of the Facilities Documentation.

		Notwithstanding the foregoing, assignments shall not be permitted to Disqualified Lenders.

Expenses and Indemnification:		The Borrower will indemnify the Arranger, the Administrative Agent, the Syndication Agent, the Lenders, the Issuing

B-13


		Bank, the Swingline Lender, their respective affiliates, successors and assigns (excluding the Sponsor) and the officers, directors, employees, agents, representatives, advisors, controlling persons and members of each of the foregoing (each, an “*Indemnified Person”) and hold them harmless from and against all reasonable documented out-of-pocket costs, expenses (including reasonable fees, disbursements and other charges of counsel) named below and one counsel in each relevant jurisdiction for all Indemnified Persons, taken as a whole and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of their respective affiliates) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions in connection therewith; provided* that no Indemnified Person will be indemnified for any cost, expense or liability to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such person or any of its related parties (excluding the Sponsor) (as determined by a court of competent jurisdiction in a final nonappealable decision or a settlement tantamount thereto), (ii) a breach of the Facilities Documentation by such person (or any of its related parties) and (iii) disputes among Indemnified Persons (or any of their respective related parties). In addition, all reasonable, documented out-of-pocket expenses (including, without limitation, reasonable fees, disbursements and other charges of one counsel plus local counsel in each relevant jurisdiction and such additional counsel for each of the Lenders to the extent of any conflict of interests) of (x) the Arranger, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders for enforcement costs (including costs in the nature of a workout or other restructuring) and documentary taxes associated with the First Lien Credit Facilities and (y) the Administrative Agent and the Arranger in connection with the preparation, execution, delivery of, and any amendment, waiver or modification of, the First Lien Credit Facilities, in each case will be paid by the Borrower.

Governing Law and Forum:		New York.

Counsel to Administrative Agent and Arranger:		Cahill Gordon & Reindel LLP.

B-14

ANNEX B-I


Interest Rates:		The interest rates under the First Lien Credit Facilities will be as follows:

		At the option of the Borrower, Adjusted LIBOR plus 2.25% or ABR plus 1.25%; provided that all Swingline Loans shall be interest based upon the ABR.

		The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 9 or 12 months or such other period as may be agreed) for Adjusted LIBOR borrowings. Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans determined by reference to the prime lending rate) and interest shall be payable (x) in the case of ABR borrowings, quarterly in arrears, and (y) in the case of Adjusted LIBOR borrowings, at the end of each interest period and, in any event, at least every three months.

		ABR is the Alternate Base Rate, which is the higher of the Agent’s Prime Rate and the Federal Funds Effective Rate plus ¹/2 of 1.0%.

		Adjusted LIBOR is the London interbank offered rate for dollars, adjusted for statutory reserve requirements.

Commitment Fee:		0.50% per annum on the undrawn portion of the commitments in respect of the Revolving Facility, payable quarterly in arrears (other than to any defaulting Lender) after the Closing Date and upon termination of the commitments, calculated based on the number of days elapsed in a 360-day year.

Rate and Fee Reduction:		The Facilities Documentation will contain provisions under which, from and after the date of delivery of the Borrower’s financial statements covering a period of at least three full months after the Closing Date, interest rate margins in respect of the Revolving Facility and commitment fees will be subject to stepdowns to be agreed upon based upon the achievement of Total Leverage Ratios to be agreed.

B-I-1


Letter of Credit Fees:		A per annum fee equal to the spread over Adjusted LIBOR under the Revolving Facility will accrue on the aggregate face amount of outstanding Letters of Credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Facility pro rata in accordance with the amount of each such Lender’s Revolving Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to 0.125% per annum of the aggregate face amount of outstanding Letters of Credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

B-I-2

EXHIBIT C

Project Storm

$140.0 Million Second Lien Credit Facility

Summary of Principal Terms and Conditions

Capitalized terms used in this Exhibit C but not defined herein shall have the meanings set forth in the commitment letter and the other Exhibits attached to the commitment letter to which this Exhibit C is attached (the “Commitment Letter”). The material terms of the Second Lien Credit Facility are set forth or described in this Exhibit C.


Borrower:		Cloud Merger Corporation, a newly formed domestic corporation (the “*Borrower*”), all the outstanding equity interests of which will be owned by Holdings.

Holdings:		The direct parent of the Borrower.

Agent:		Merrill Lynch Capital Corporation or another institution appointed by the Sponsor and Mr. Dickey will act as sole administrative agent and collateral agent (in such capacities, the “*Administrative Agent”) and Merrill Lynch Capital Corporation will act as syndication agent (the “Syndication Agent”) for a syndicate of banks, financial institutions and other institutional lenders (other than the Disqualified Lenders) reasonably acceptable to the Borrower (together with Merrill Lynch Capital Corporation, the “Lenders*”), and will perform the duties customarily associated with such roles.

Lead Arranger:		Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “*Arranger*”) will act as a lead arranger for the Second Lien Credit Facility (as defined below), and will perform the duties customarily associated with such role.

Book-Running Manager:		Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as a book-running manager for the Second Lien Credit Facility, and will perform the duties customarily associated with such role.

Second Lien Credit Facility:		A second lien senior secured term loan facility in an aggregate principal amount of $140.0 million (the “*Second Lien Credit Facility*”).

Incremental Facilities:		The Second Lien Credit Facility will permit the Borrower to add one or more incremental term loan facilities under the definitive credit agreement for the Second Lien Credit

C-1


		Facilities (each, an “*Incremental Term Facility*”) in an aggregate principal amount of up to $200.0 million (less the amount incurred under the equivalent basket under the First Lien Credit Facilities) plus the amount available at the time of incurrence under the Total Senior Secured Incurrence Test (as defined below) on terms and conditions consistent with Sponsor Precedent and, in any event, no less favorable than those set forth in the Existing Credit Agreement. In any event, there shall be no “most favored nation” provision in the Second Lien Credit Facility with respect to the pricing of the Incremental Facilities and the Incremental Term Facility shall not be limited to existing Lenders under the Second Lien Credit Facility.

		The term “*Total Senior Secured Incurrence Test*” refers to the incurrence of Incremental Facilities under the Second Lien Credit Facility so long as, on a pro forma basis for such incurrence, the Borrower’s Total Senior Secured Leverage Ratio (to be defined in a manner consistent with Sponsor Precedent) does not exceed a ratio to be agreed.

Purpose:		The proceeds of the Second Lien Credit Facility will be used by the Borrower on the Closing Date, together with the proceeds of the Equity Contribution and the First Lien Term Facility, to pay (a) the purchase price of the Acquisition, (b) repay certain existing indebtedness of the Company, including all amounts outstanding under the Existing Credit Agreement, and (c) the Transaction Costs.

Availability:		The full amount of the Second Lien Credit Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Second Lien Credit Facility that are repaid or prepaid may not be reborrowed.

Interest Rates:		As set forth on Annex C-I hereto.

Default Rate:		Interest will accrue on any overdue principal at a rate of 2.0% per annum in excess of the rate (including with respect to the applicable interest rate margin) otherwise applicable to such loan and, with respect to any other overdue amount, at a rate of 2.0% per annum in excess of the ABR, and will be payable on demand.

C-2


Final Maturity and Amortization:		The Second Lien Credit Facility will mature on the date that is eight years after the Closing Date, and will not amortize.

Guarantees:		All obligations of the Borrower as borrower under the Second Lien Credit Facility will be unconditionally guaranteed (the “*Guarantees*”) by Holdings and each of the guarantors under the First Lien Credit Facilities.

Security:		The obligations of the Borrower as borrower under the Second Lien Credit Facility and the obligations of the Guarantors under the Guarantees will be secured by a perfected second priority security interest in the assets securing the First Lien Credit Facilities (collectively, the “*Collateral*”).

		None of the Collateral shall be subject to any other liens, subject to customary and other exceptions consistent with Sponsor Precedent, liens permitted under the Merger Agreement, liens securing the First Lien Credit Facilities and permitted Hedging Agreements secured equally and ratably with the First Lien Credit Facilities and the disclosure schedules thereto that are to remain on the Closing Date or as otherwise agreed upon.

Mandatory Prepayments:		Substantially identical to the First Lien Credit Facilities, but subject to prior payment thereof to the extent required therein.

		The Borrower’s obligation to prepay loans under the Second Lien Credit Facility shall be deemed to be satisfied on a dollar-for-dollar basis to the extent of amounts applied to repay loans under (i) the First Lien Term Facility or (ii) the Revolving Facility to the extent accompanied by a permanent reduction in commitments thereunder.

		Notwithstanding the foregoing, each Lender under the Second Lien Credit Facility shall have the right to reject its pro rata share of any mandatory prepayments described above (the “*Declined Amounts*”), in which case the amounts so rejected may be retained by the Borrower.

Voluntary Prepayments and Reductions in Commitments:		Voluntary reductions of the unutilized portion of the commitments under the Second Lien Credit Facility and prepayments of borrowings thereunder will be permitted at any time.

C-3


Change of Control:		Upon a Change of Control (as defined in a manner consistent with Sponsor Precedent and, in any event, Mr. Dickey and affiliates controlled by Mr. Dickey will be permitted investors for the purposes of such definition), the Borrower will offer to purchase all outstanding loans under the Second Lien Credit Facility at a price equal to 100.0% of the principal amount thereof plus a premium of (i) during the two years following the Closing Date, 1.0% of the principal amount thereof and (ii) thereafter, 0% of the principal amount thereof, in each case, such price shall include any accrued but unpaid interest, and be subject to reimbursement of LIBOR breakage costs.

Prepayment Premium:		All optional prepayments and refinancings (in each case, in whole or in part) of the Second Lien Credit Facility will be accompanied by a premium of (i) during the first year following the Closing Date, 2.0% of the principal amount thereof, (ii) during the second year following the Closing Date, 1.0% of the principal amount thereof and (iii) thereafter, 0% of the principal amount thereof.

Representations and Warranties:		Identical to the First Lien Credit Facilities.

Conditions Precedent:		The borrowing under the Second Lien Credit Facility will be subject to the accuracy of the Specified Representations in all material respects and the conditions set forth in Exhibit D to the Commitment Letter.

Facilities Documentation:		The definitive financing documentation for the Second Lien Credit Facility (the “*Facilities Documentation”) shall contain the terms and conditions set forth in the Commitment Letter and such other terms as the Borrower and the Arranger shall agree, provided* that there shall not be any conditions to the Closing Date other than as set forth in Exhibit D to the Commitment Letter, subject to the second paragraph under Section 6 in the Commitment Letter and under the caption “Conditions Precedent” above. The representations and warranties, covenants and events of default contained in the Facilities Documentation shall, in each case, be applicable to the Borrower and its restricted subsidiaries and contain exceptions for materiality or otherwise and “baskets” consistent with Sponsor Precedent (as defined in the First Lien Term Sheet).

Affirmative Covenants:		Substantially identical to the First Lien Credit Facilities.

C-4


Negative Covenants:		Substantially identical to the First Lien Credit Facilities, with set-backs to be agreed.

Financial Covenants:		A maximum total leverage ratio with set-backs from the First Lien Credit Facilities to be agreed.

Events of Default:		Substantially identical to those in the First Lien Credit Facilities, except that neither of a non-payment covenant breach (prior to acceleration) under the First Lien Credit Facilities or any other indebtedness or a Change of Control will be an event of default under the Second Lien Credit Facility.

Unrestricted Subsidiaries:		Substantially identical to the First Lien Credit Facilities.

Voting:		The Borrower will have the right to replace or prepay any Lender who does not consent to any amendment or waiver requiring the consent of such Lender but approved by Lenders holding at least 50% of the aggregate amount of the loans and commitments under the Second Lien Credit Facility.

Cost and Yield Protection:		Substantially identical to the First Lien Credit Facilities.

Assignments and Participations:		The Lenders will be permitted to assign loans under the Second Lien Credit Facility with the consent of the Borrower (not to be unreasonably withheld or delayed) provided that no consent of the Borrower shall be required (i) if such assignment is made to another Lender or an affiliate or approved fund of a Lender or (ii) after the occurrence and during the continuance of an Event of Default relating to payment default or bankruptcy. All assignments will also require the consent of the Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $1,000,000. Assignments will be by novation.

		The Lenders will be permitted to sell participations in loans and commitments without restriction. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or fees payable to such participant, (c) extensions of final maturity, or payment of interest or fees owing in respect of, the loans or commitments in which such participant participates, (d) releases of all or substantially all of the value of the Guarantees or all or substantially all of the Collateral.

C-5


		Notwithstanding the foregoing, assignments shall not be permitted to Disqualified Lenders.

Expenses and Indemnification:		Substantially identical to the First Lien Credit Facilities.

Governing Law and Forum:		New York.

Counsel to Administrative Agent and Arranger:		Cahill Gordon & Reindel LLP.

C-6

ANNEX C-I


Interest Rates:		The interest rates under the Second Lien Credit Facility will be as follows:

		At the option of the Borrower, Adjusted LIBOR plus 4.25% or ABR plus 3.25%.

		The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 9 or 12 months or such other period as may be agreed) for Adjusted LIBOR borrowings.

		Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans determined by reference to the prime lending rate) and interest shall be payable (x) in the case of ABR borrowings, quarterly in arrears, and (y) in the case of Adjusted LIBOR borrowings, at the end of each interest period and, in any event, at least every three months.

		ABR is the Alternate Base Rate, which is the higher of the Agent’s Prime Rate and the Federal Funds Effective Rate plus ¹/2 of 1.0%.

		Adjusted LIBOR is the London interbank offered rate for dollars, adjusted for statutory reserve requirements.

C-I-1

EXHIBIT D

Project Storm

$880.0 Million First Lien Credit Facilities

$140.0 Million Second Lien Credit Facility

Summary of Additional Conditions Precedent

Capitalized terms used in this Exhibit D but not defined herein shall have the meanings set forth in the commitment letter and the other Exhibits attached to the commitment letter to which this Exhibit D is attached (the “Commitment Letter”). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit D shall be determined by reference to the context in which it is used.

Except as otherwise set forth below, the initial borrowings under the Senior Secured Facilities shall be subject to the following additional conditions precedent:

1. The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the initial borrowings under the Senior Secured Facilities, in accordance with the terms of the Merger Agreement, without giving effect to any amendments, modifications or waivers thereto that are materially adverse to the interests of the Lenders and not approved by the Arranger (such approval not to be unreasonably withheld or delayed).

2. All amounts outstanding under the Existing Credit Facility shall have been repaid and all commitments thereunder shall have been terminated.

3. The Arranger shall have received (i) audited consolidated balance sheets and related statements of income and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days before the Closing Date (it being understood that the audited financial statements for the fiscal years 2004, 2005 and 2006 have already been delivered to the Arranger) and (ii) unaudited consolidated balance sheets and related statements of income and cash flows for each subsequent fiscal quarter ended at least 45 days before the Closing Date and comparable periods for the prior fiscal year, which financial statements described in clauses (i) and (ii) shall be prepared in accordance with U.S. GAAP (subject to year-end adjustments).

4. Holdings shall have received the Equity Contribution (other than as to the rollover equity) in the form of cash (which may be made in common or preferred equity interests, with the terms of any such preferred equity interests to be on terms reasonably acceptable to the Arranger), and Holdings shall have contributed all proceeds therefrom to the Borrower as a common equity contribution.

5. As to the First Lien Credit Facilities, the Borrower shall have entered into the Second Lien Credit Facility and borrowed $140.0 million thereunder. As to the Second Lien Credit Facility, the Borrower shall have entered into the First Lien Credit Facilities

D-1

and borrowed $780.0 million thereunder and providing for commitments under the Revolving Facility of at least $75.0 million.

6. The Arranger shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal-quarter period ended at least 45 days before the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements).

7. The Arranger shall have received all documentation and other information required by regulatory authorities requested by the Arranger a reasonable time prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

8. Definitive documentation for the Senior Secured Facilities reflecting and consistent with the terms and conditions set forth herein and in the Term Sheet, or otherwise reasonably satisfactory to the Borrower and the Arranger, shall have been executed and delivered, and the Administrative Agent shall have received such customary legal opinions (including opinions (i) from counsel to the Borrower and its subsidiaries and (ii) from such special and local counsel as may be required by the Administrative Agent and consented to by the Borrower (such consent not to be unreasonably withheld)), documents, certificates (including a certificate from the chief financial officer of the Borrower with respect to solvency (on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby) of the Borrower and its subsidiaries (all such opinions, documents and certificates mutually agreed to be in form and substance customary for precedent transactions of the Sponsor)), evidence of insurance and other instruments as are customary for transactions of this type and the substantially concurrent payment of fees and expenses.

D-2

EX-99.16 12 g08482exv99w16.htm EX-99.16 POWER OF ATTORNEY EX-99.16 POWER OF ATTORNEY

EXHIBIT 99.16

POWER OF ATTORNEY

TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13 AND 16

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AND RULES THEREUNDER, BY AND BEHALF OF

CUMULUS MEDIA INC.

Know all by these presents, that the undersigned hereby constitute and appoint Lewis W. Dickey, Jr. and John W. Dickey each individually the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to the undersigned’s respective direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

[Signature Page to Follow]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 23, 2007.


/s/ Lewis W. Dickey, Jr.	/s/ Michael W. Dickey

Lewis W. Dickey, Jr.	Michael W. Dickey

/s/ John W. Dickey	/s/ Lewis W. Dickey, Sr.

John W. Dickey	Lewis W. Dickey, Sr.

/s/ David W. Dickey	DBBC, L.L.C.
David W. Dickey

	By:	/s/ Lewis W. Dickey, Jr.
	Name: Lewis W. Dickey, Jr.
	Title: Manager

-----END PRIVACY-ENHANCED MESSAGE-----