purchaseagreementfor8kfi







Execution Version   $300,000,000   TOWNSQUARE MEDIA, INC.   6.500% SENIOR NOTES DUE 2023   PURCHASE AGREEMENT   March 24, 2015   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED   As Representative of the Initial Purchasers   c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated   One Bryant Park   New York, New York 10036   Ladies and Gentlemen:   Introductory. Townsquare Media, Inc., a Delaware corporation (the “Issuer”), proposes   to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and   the other several Initial Purchasers named in Schedule I (the “Initial Purchasers”), acting sever-   ally and not jointly, the respective amounts set forth in such Schedule I of $300,000,000 aggre-   gate principal amount of the Issuer’s 6.500% Senior Notes due 2023 (the “Notes”). Merrill   Lynch has agreed to act as the representative of the several Initial Purchasers (the “Representa-   tive”) in connection with the offering and sale of the Notes.   References to the “Guarantors” refer to each entity set forth on Schedule II attached   hereto (each a “Guarantor” and, collectively, the “Guarantors”).   The Notes are to be issued pursuant to an indenture (the “Indenture”) to be entered into   among the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”). The   Notes will be issued in book-entry form in the name of Cede & Company as nominee of the De-   pository Trust Company (the “Depositary”) pursuant to a letter of representations dated on or   before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the   Issuer, the Trustee and the Depositary.   The payment of principal, premium, if any, and interest on the Notes will be fully and   unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the Guaran-   tors and (ii) any subsidiary of the Issuer formed or acquired after the Closing Date that executes   an additional guarantee in accordance with the terms of the Indenture, and their respective suc-   cessors and assigns pursuant to their guarantees (the “Guarantees” and, together with the Notes,   the “Securities”). As used herein, the terms “Notes” shall include the Guarantees attached there-   to, unless the context otherwise requires. This Agreement is to confirm the agreement concern-   ing the purchase of the Notes from the Issuer by the Initial Purchasers.    





 







2   The issuance and sale of the Notes, the issuance of the Guarantees, the entry by the Issuer   and the Guarantors into the new senior secured credit facilities (the “Senior Secured Facili-   ties”), the initial extensions of credit thereunder, if any, on the Closing Date, the repayment of   certain borrowings under the Issuer’s existing credit facilities as described in the Pricing Disclo-   sure Package (as defined below), the repayment of the principal, interest and premium, if any,   outstanding on the 9.00% Senior Notes due 2019 issued by Townsquare Radio, LLC and   Townsquare Radio, Inc., two wholly-owned subsidiaries of the Issuer (the “Existing Notes”) and   the payment of transaction costs are referred to herein collectively, as the “Transactions.” The   term “Transaction Documents” refers to this Agreement, the Notes, the Indenture and the   Guarantees.   The Issuer understands that the Initial Purchasers propose to make an offering of the   Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as   defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set   forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the   terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes are made   is referred to as the “Time of Sale”). The Notes are to be offered and sold to or through the Ini-   tial Purchasers without being registered with the Securities and Exchange Commission (the   “Commission”) under the Securities Act of 1933, as amended, (the “Securities Act,” which   term, as used herein, includes the rules and regulations of the Commission promulgated thereun-   der), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the In-   denture, investors who acquire Notes shall be deemed to have agreed that Securities may only be   resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under   the Securities Act or if an exemption from the registration requirements of the Securities Act is   available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule   144A”) or Regulation S under the Securities Act (“Regulation S”)).   The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary   Offering Memorandum, dated March 23, 2015 (the “Preliminary Offering Memorandum”),   and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated   March 24, 2015 (the “Pricing Supplement”), describing the terms of the Notes, each for use by   such Initial Purchaser in connection with its solicitation of offers to purchase the Notes. The   Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the   “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the   Issuer will prepare and deliver to each Initial Purchaser a final offering memorandum dated the   date hereof (the “Final Offering Memorandum”).   All references herein to the terms “Pricing Disclosure Package” and “Final Offering   Memorandum” shall be deemed to mean and include all information filed under the Securities   Exchange Act of 1934, as amended, (the “Exchange Act,” which term, as used herein, includes   the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale   and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Of-   fering Memorandum) or the Final Offering Memorandum (as the case may be), and all refer-   ences herein to the terms “amend,” “amendment” or “supplement” with respect to the Final   Offering Memorandum shall be deemed to mean and include all information filed under the Ex-   change Act after the Time of Sale and incorporated by reference in the Final Offering Memoran-   dum.    





 







3   The Issuer hereby confirms its agreement with the Initial Purchasers as follows:   SECTION 1. Representations and Warranties. The Issuer and each Guarantor,   jointly and severally, hereby represent, warrant and covenant to each Initial Purchaser that, as of   the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memo-   randum” are to (x) the Pricing Disclosure Package in the case of representations and warranties   made as of the date hereof and (y) the Final Offering Memorandum in the case of representations   and warranties made as of the Closing Date):   (a) No Registration Required. Subject to compliance by the Initial Purchas-   ers with the representations and warranties set forth in Section 2 hereof and with the pro-   cedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale   and delivery of the Notes to the Initial Purchasers and to each Subsequent Purchaser in   the manner contemplated by this Agreement and the Offering Memorandum to register   the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture   Act of 1939, as amended (the “Trust Indenture Act,” which term, as used herein, in-   cludes the rules and regulations of the Commission promulgated thereunder).   (b) No Integration of Offerings or General Solicitation. None of the Issu-   er, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an   “Affiliate”) or any person acting on its or any of their behalf (other than the Initial Pur-   chasers, as to whom the Issuer makes no representation or warranty) has, directly or indi-   rectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit   any offer to buy or offer to sell, in the United States or to any United States citizen or res-   ident, any security which is or would be integrated with the sale of the Notes in a manner   that would require the Notes to be registered under the Securities Act. None of the Issu-   er, its Affiliates or any person acting on its or any of their behalf (other than the Initial   Purchasers, as to whom the Issuer makes no representation or warranty) has engaged or   will engage, in connection with the offering of the Securities, in any form of general so-   licitation or general advertising within the meaning of Rule 502 of Regulation D under   the Securities Act (“Rule 502”). With respect to those Notes sold in reliance upon Regu-   lation S, (i) none of the Issuer, its Affiliates or any person acting on its or any of their be-   half (other than the Initial Purchasers, as to whom the Issuer makes no representation or   warranty) has engaged or will engage in any directed selling efforts within the meaning   of Regulation S and (ii) each of the Issuer, its Affiliates and any person acting on its or   any of their behalf (other than the Initial Purchasers, as to whom the Issuer makes no rep-   resentation or warranty) has complied and will comply with the offering restrictions set   forth in Regulation S.   (c) Eligibility for Resale under Rule 144A. The Securities are eligible for   resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as se-   curities listed on a national securities exchange registered under Section 6 of the Ex-   change Act or quoted in a U.S. automated interdealer quotation system.   (d) The Pricing Disclosure Package and Offering Memorandum. Neither   the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memoran-   dum, as of its date or (as amended or supplemented in accordance with Section 3(a), as    





 







4   applicable) as of the Closing Date, contains or represents an untrue statement of a materi-   al fact or omits to state a material fact necessary in order to make the statements therein,   in the light of the circumstances under which they were made, not misleading; provided   that this representation, warranty and agreement shall not apply to statements in or omis-   sions from the Pricing Disclosure Package, the Final Offering Memorandum or any   amendment or supplement thereto made in reliance upon and in conformity with infor-   mation furnished to the Issuer in writing by any Initial Purchaser through the Representa-   tive expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum   or amendment or supplement thereto, as the case may be. The Pricing Disclosure Pack-   age contains, and the Final Offering Memorandum will contain, all the information speci-   fied in, and meeting the requirements of, Rule 144A(d)(4).   (e) Company Additional Written Communications. The Issuer has not   prepared, made, used, authorized, approved or distributed and will not prepare, make,   use, authorize, approve or distribute any written communication that constitutes an offer   to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure   Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other   written communications, in each case used in accordance with Section 3(a). Each such   communication by the Issuer or its agents and representatives pursuant to clause (iii) of   the preceding sentence (each, a “Company Additional Written Communication”),   when taken together with the Pricing Disclosure Package, did not as of the Time of Sale,   and at the Closing Date will not, contain any untrue statement of a material fact or omit to   state a material fact necessary in order to make the statements therein, in the light of the   circumstances under which they were made, not misleading; provided that this represen-   tation, warranty and agreement shall not apply to statements in or omissions from each   such Company Additional Written Communication made in reliance upon and in con-   formity with information furnished to the Issuer in writing by any Initial Purchaser   through the Representative expressly for use in any Company Additional Written Com-   munication.   (f) Incorporated Documents. The documents incorporated or deemed to be   incorporated by reference in the Offering Memorandum at the time they were or hereafter   are filed with the Commission (collectively, the “Incorporated Documents”) complied   and will comply in all material respects with the requirements of the Exchange Act. Each   such Incorporated Document, when taken together with the Pricing Disclosure Package,   did not as of the Time of Sale, and at the Closing Date will not, contain any untrue state-   ment of a material fact or omit to state a material fact necessary in order to make the   statements therein, in the light of the circumstances under which they were made, not   misleading.   (g) The Purchase Agreement. This Agreement has been duly authorized,   executed and delivered by the Issuer and the Guarantors.   (h) DTC Agreement. The DTC Agreement has been duly authorized and, on   the Closing Date, will have been duly executed and delivered by the Issuer.    





 







5   (i) Authorization of the Notes and the Guarantees. The Notes to be pur-   chased by the Initial Purchasers from the Issuer will on the Closing Date be in the form   contemplated by the Indenture, have been duly authorized for issuance and sale pursuant   to this Agreement and the Indenture and, at the Closing Date, will have been duly execut-   ed by the Issuer and, when authenticated in the manner provided for in the Indenture and   delivered against payment of the purchase price therefor, will constitute valid and binding   obligations of the Issuer, enforceable in accordance with their terms, except as the en-   forcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium   or other similar laws relating to or affecting the rights and remedies of creditors or by   general equitable principles and will be entitled to the benefits of the Indenture. The   Guarantees of the Notes on the Closing Date will be in the forms contemplated by the In-   denture and have been duly authorized for issuance pursuant to this Agreement and the   Indenture; the Guarantees of the Notes, at the Closing Date, will have been duly executed   by each of the Guarantors and, when the Notes have been authenticated in the manner   provided for in the Indenture and issued and delivered against payment of the purchase   price therefor, the Guarantees of the Notes will constitute valid and binding agreements   of the Guarantors, in each case, enforceable in accordance with their terms, except as the   enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratori-   um or other similar laws relating to or affecting the rights and remedies of creditors or by   general equitable principles and will be entitled to the benefits of the Indenture.   (j) Authorization of the Indenture. The Indenture has been duly authorized   by the Issuer and the Guarantors and, at the Closing Date, will have been duly executed   and delivered by the Issuer and the Guarantors and will constitute a valid and binding   agreement of the Issuer and the Guarantors, enforceable against the Issuer and the Guar-   antors in accordance with its terms, except as the enforcement thereof may be limited by   bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or   affecting the rights and remedies of creditors or by general equitable principles.   (k) Description of the Transaction Documents. The Transaction Docu-   ments will conform in all material respects to the respective statements relating thereto   contained in the Offering Memorandum.   (l) No Material Adverse Change. Except as otherwise disclosed in the Of-   fering Memorandum (exclusive of any amendment or supplement thereto), subsequent to   the respective dates as of which information is given in the Offering Memorandum (ex-   clusive of any amendment or supplement thereto): (i) there has been no material adverse   change, or any development that could reasonably be expected to result in a material ad-   verse change, in the condition, financial or otherwise, or in the business or operations,   whether or not arising from transactions in the ordinary course of business, of the Issuer   and its subsidiaries, taken as a whole (any such change is called a “Material Adverse   Change”) and (ii) the Issuer and its subsidiaries, considered as one entity, have not in-   curred any liability or obligation, indirect, direct or contingent, not in the ordinary course   of business nor entered into any material transaction or agreement not in the ordinary   course of business, in each case, material to the Issuer and its subsidiaries, taken as a   whole.    





 







6   (m) Independent Accountants. McGladrey LLP, which expressed its opinion   with respect to the financial statements (which term as used in this Agreement includes   the related notes thereto) and supporting schedules included in the Offering Memoran-   dum, is an independent registered public accounting firm within the meaning of the Secu-   rities Act, the Exchange Act and the rules of the Public Company Accounting Oversight   Board, and any non-audit services provided by McGladrey LLP to the Issuer or any of the   Guarantors have been approved by the Audit Committees of the Boards of Directors of   the Issuer, or the Guarantors, as applicable.   (n) Preparation of the Financial Statements. The financial statements, to-   gether with the related schedules and notes, included in the Offering Memorandum pre-   sent fairly in all material respects the consolidated financial position of the entities to   which they relate as of and at the dates indicated and the results of their operations and   cash flows for the periods specified. Such financial statements have been prepared in   conformity with generally accepted accounting principles as applied in the United States   (“GAAP”) applied on a consistent basis throughout the periods involved, except as may   be expressly stated in the related notes thereto and except for the separate financial state-   ments of the Guarantor subsidiaries as required by Rule 3-10 of Regulation S-X under the   Securities Act (“Regulation S-X”), in accordance with the requirements of Regulation S-   X. The financial data set forth in the Offering Memorandum under the caption “Sum-   mary—Summary Historical Consolidated Financial Information” fairly present the in-   formation set forth therein on a basis consistent with that of the audited financial state-   ments contained in the Offering Memorandum. The statistical and market-related data   and forward-looking statements included in the Offering Memorandum are based on or   derived from sources that the Issuer and its subsidiaries believe to be reliable and accu-   rate in all material respects and represent their good faith estimates that are made on the   basis of data derived from such sources. The interactive data in eXtensible Business Re-   porting Language included or incorporated by reference in the Offering Memorandum   and the Pricing Disclosure Package fairly present the information called for in all materi-   al respects and have been prepared in accordance with the Commission's rules and guide-   lines applicable thereto.   (o) Incorporation and Good Standing of the Issuer and its Subsidiaries.   Each of the Issuer, the Guarantors and their respective subsidiaries has been duly incor-   porated, organized or formed, as applicable, and is validly existing as a corporation, lim-   ited partnership or limited liability company, as applicable, in good standing under the   laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate,   partnership or limited liability company, as applicable, power and authority (i) to own,   lease and operate its properties and to conduct its business as described in the Offering   Memorandum, except where the failure to do so, be in good standing or to possess the   power and authority, as the case may be, would not reasonably be expected to result in a   Material Adverse Change and (ii) in the case of the Issuer and the Guarantors, to enter in-   to and perform its obligations under each of the Transaction Documents to which it is a   party. Each of the Issuer, the Guarantors and their respective subsidiaries is duly quali-   fied as a foreign corporation, limited partnership or limited liability company, as applica-   ble, to transact business and is in good standing or equivalent status in each jurisdiction in   which such qualification is required, whether by reason of the ownership or leasing of    





 







7   property or the conduct of business, except for such jurisdictions where the failure to so   qualify or to be in good standing would not, individually or in the aggregate, result in a   Material Adverse Change. All of the issued and outstanding capital stock or other own-   ership interest of each subsidiary has been duly authorized and validly issued, is fully   paid and, with respect to the capital stock of any corporation, nonassessable, and is   owned by the Issuer, as the case may be, directly or through subsidiaries, free and clear of   any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed   in the Offering Memorandum.   (p) Capitalization and Other Capital Stock Matters. At December 31,   2014, on a consolidated basis, after giving pro forma effect to the issuance and sale of the   Securities pursuant hereto, the Issuer would have an authorized and outstanding capitali-   zation as set forth in the Offering Memorandum under the caption “Capitalization” (other   than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans   described in the Offering Memorandum or upon exercise of outstanding options or war-   rants described in the Offering Memorandum). The Company does not own or control,   directly or indirectly, any corporation, association or other entity other than the subsidiar-   ies listed in Exhibit B hereto.   (q) Non-Contravention of Existing Instruments; No Further Authoriza-   tions or Approvals Required. Neither the Issuer nor any of its subsidiaries is (i) in vio-   lation of its charter, bylaws or other similar constitutive document or (ii) in default (or,   with the giving of notice or lapse of time, would be in default) (“Default”) under any in-   denture, mortgage, loan or credit agreement, note, contract, franchise, lease or other in-   strument to which the Issuer or any of its subsidiaries is a party or by which it or any of   them may be bound, or to which any of the property or assets of the Issuer or any of its   subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii)   above, for such Defaults as would not, individually or in the aggregate, result in a Materi-   al Adverse Change. The execution, delivery and performance of the Transaction Docu-   ments by the Issuer and the Guarantors party thereto, and the issuance and delivery of the   Notes, and consummation of the transactions contemplated hereby and thereby and by the   Offering Memorandum (i) have been duly authorized by all necessary corporate action   and will not result in any violation of the provisions of the charter, bylaws or other con-   stitutive document of the Issuer or any of its subsidiaries, (ii) will not conflict with or   constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined be-   low) under, or result in the creation or imposition of any lien, charge or encumbrance up-   on any property or assets of the Issuer or any of its subsidiaries pursuant to, or require the   consent of any other party to, any Existing Instrument, except for such conflicts, breach-   es, Defaults, liens, charges or encumbrances as would not, individually or in the aggre-   gate, result in a Material Adverse Change or as permitted under the Indenture and (iii)   will not result in any violation of any law, administrative regulation or administrative or   court decree applicable to the Issuer or any of its subsidiaries, the violation of which   would result in a Material Adverse Change. No consent, approval, authorization or other   order of, or registration or filing with, any court or other governmental or regulatory au-   thority or agency is required (including, without limitation, under the Communications   Act of 1934, as amended (the “Communications Act”) and the rules and regulations of   the Federal Communications Commission (the “FCC”) (all such statutes, laws, rules and    





 







8   regulations, including the Communications Act, the “Communications Laws”)), judg-   ment, order or decree of any court, regulatory body, administrative agency (including,   without limitation, the FCC) for the execution, delivery and performance of the Transac-   tion Documents by the Issuer and the Guarantors to the extent a party thereto, or the issu-   ance and delivery of the Notes, or consummation of the transactions contemplated hereby   and thereby and by the Offering Memorandum, except (i) such as have been obtained or   made by the Issuer (ii) as may be required by the securities laws of the several states of   the United States or provinces of Canada, or (iii) to the extent the failure to obtain any   such consent, approval, authorization or other order of, or registration or filing could not   reasonably be expected to have a Material Adverse Change; provided however, certain   Transaction Documents must be filed with the FCC within thirty days of execution. As   used herein, a “Debt Repayment Triggering Event” means any event or condition   which gives, or with the giving of notice or lapse of time would give, the holder of any   note, debenture or other evidence of indebtedness (or any person acting on such holder’s   behalf) the right to require the repurchase, redemption or repayment of all or a portion of   such indebtedness by the Issuer or any of its subsidiaries.   (r) No Material Actions or Proceedings. There are no legal or governmen-   tal actions, suits or proceedings pending or, to the best of the Issuer’s knowledge, threat-   ened (i) against or affecting the Issuer or any of its subsidiaries or (ii) which has as the   subject thereof any property owned or leased by the Issuer or any of its subsidiaries and,   in each case, any such action, suit or proceeding, is reasonably likely to result in a Mate-   rial Adverse Change or seeks to enjoin the consummation of the transactions contemplat-   ed by this Agreement. Except as would not result in a Material Adverse Change, no ma-   terial labor dispute with the employees of the Issuer or any of its subsidiaries, or with the   employees of any principal supplier of the Issuer, exists or, to the best of the Issuer’s   knowledge, is threatened or imminent.   (s) Intellectual Property Rights. The Issuer and its subsidiaries own or pos-   sess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals,   trade secrets and other similar rights (collectively, “Intellectual Property Rights”) rea-   sonably necessary to conduct their businesses as now conducted; and the expected expira-   tion of any of such Intellectual Property Rights would not result in a Material Adverse   Change. Neither the Issuer nor any of its subsidiaries has received any notice of in-   fringement or conflict with asserted Intellectual Property Rights of others, which in-   fringement or conflict would result in a Material Adverse Change.   (t) FCC Matters.   (i) Except as disclosed in the Pricing Disclosure Package and Final Offering   Memorandum, the Issuer and each of its subsidiaries hold all material FCC permits, li-   censes, authorizations and approvals for its broadcast stations (collectively, the “FCC   Authorizations”) that are necessary to conduct their respective businesses in the manner   in which they are currently being conducted as described in the Pricing Disclosure Pack-   age and Final Offering Memorandum; the FCC Authorizations are in full force and ef-   fect; the operations of the stations owned or operated by the Issuer and any of its subsidi-   aries (the “Stations”) are in compliance with the Communications Laws; and all reports    





 







9   and documents that are required by the Communications Laws to be filed with respect to   the ownership, management or operation of the Stations have been duly and timely filed,   except, in each case, as would not, individually or in the aggregate, reasonably be ex-   pected to result in a Material Adverse Change.   (ii) There is no event or occurrence existing, nor, to the best of the Issuer’s   knowledge, is there any condition, or any proceeding being conducted or threatened by   any governmental or regulatory authority, which would reasonably be expected to cause   the termination, suspension, cancellation, or nonrenewal of any of the FCC Authoriza-   tions, or the imposition of any penalty or fine by any governmental or regulatory authori-   ty with respect to any of the FCC Authorizations or the Issuer, in each case which would   result in a Material Adverse Change;   (iii) There is no (a) outstanding decree, decision, judgment, or order that has   been issued by the FCC against the Issuer or the FCC Authorizations or (b) notice of vio-   lation, order to show cause, complaint, investigation or other administrative or judicial   proceeding pending or, to the best of the Issuer’s knowledge, threatened by or before the   FCC against the Issuer or the FCC Authorizations that, assuming an unfavorable deci-   sion, ruling or finding, in the case of each of (a) or (b) above, would result in a Material   Adverse Change; and   (iv) The Issuer has filed with the FCC all necessary reports, documents, in-   struments, information, or applications required to be filed pursuant to the Communica-   tions Laws, and have paid all fees required to be paid pursuant to the Communications   Laws, except as would not result in a Material Adverse Change.   (u) All Necessary Permits, etc. Except as would not result in a Material Ad-   verse Change, (i) the Issuer and each of its subsidiaries possess such valid and current   certificates, authorizations, licenses (in addition to the FCC Authorizations) or permits is-   sued by the appropriate state, federal or foreign regulatory agencies or bodies necessary   to own, lease and operate its properties and to conduct their respective businesses, and (ii)   neither the Issuer nor any of its subsidiaries has received any written notice of proceed-   ings relating to the revocation or modification of, or non-compliance with, any such cer-   tificate, authorization or permit.   (v) Title to Properties. Except as would not result in a Material Adverse   Change, each of the Issuer and its subsidiaries has good and marketable title to all the   properties and assets reflected as owned in the financial statements referred to in Sec-   tion 1(n) hereof (or elsewhere in the Offering Memorandum), in each case free and clear   of any security interests, mortgages, liens, encumbrances, equities, claims and other de-   fects, except (x) as disclosed in the Offering Memorandum, (y) such as do not materially   and adversely affect the value of such property or (z) otherwise permitted by the Notes or   the Indenture.   (w) Tax Law Compliance. Except as would not have a material adverse ef-   fect, individually or in the aggregate, (i) the Issuer and its consolidated subsidiaries have   filed all necessary federal, state and foreign income and franchise tax returns and have    





 







10   paid all taxes required to be paid by any of them and, if due and payable, any related or   similar assessment, fine or penalty levied against any of them and (ii) the Issuer has made   adequate charges, accruals and reserves in accordance with GAAP in the applicable fi-   nancial statements referred to in Section 1(n) hereof in respect of all federal, state and   foreign income and franchise taxes for all periods as to which the tax liability of the Issu-   er or any of its consolidated subsidiaries has not been finally determined.   (x) Issuer and Guarantors Not an “Investment Company.” The Issuer has   been advised of the rules and requirements under the Investment Company Act of 1940,   as amended (the “Investment Company Act,” which term, as used herein, includes the   rules and regulations of the Commission promulgated thereunder). Neither the Issuer nor   any Guarantor is, or after receipt of payment for the Notes will be, required to register as   an “investment company” within the meaning of the Investment Company Act.   (y) Insurance. Each of the Issuer and its subsidiaries are insured by recog-   nized, financially sound institutions with policies in such amounts and with such deducti-   bles and covering such risks as the Issuer’s management believes are adequate and cus-   tomary for their businesses. The Issuer does not believe that it or any of its subsidiaries   will not be able to renew its existing insurance coverage as and when such policies expire   or, alternatively, to obtain comparable coverage from similar institutions as may be nec-   essary or appropriate to conduct its business as now conducted and at a cost that would   not result in a Material Adverse Change.   (z) No Price Stabilization or Manipulation. None of the Issuer or any of   the Guarantors has taken and will not take, directly or indirectly, any action designed to   or that might be reasonably expected to cause or result in stabilization or manipulation of   the price of any security of the Issuer to facilitate the sale or resale of the Notes.   (aa) Solvency. The Issuer and its subsidiaries, on a consolidated basis, are and   immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent”   means, with respect to any person on a particular date, that on such date (i) the fair mar-   ket value of the assets of such person is greater than the total amount of liabilities (includ-   ing contingent liabilities) of such person, (ii) the present fair salable value of the assets of   such person is greater than the amount that will be required to pay the probable liabilities   of such person on its debts as they become absolute and matured, (iii) such person is able   to realize upon its assets and pay its debts and other liabilities, including contingent obli-   gations, as they mature and (iv) such person does not have unreasonably small capital.   (bb) Compliance with Sarbanes-Oxley. The Issuer and its subsidiaries and   their respective officers and directors are in compliance with the applicable provisions of   the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used herein,   includes the rules and regulations of the Commission promulgated thereunder).   (cc) Issuer’s Accounting System. The Issuer and its subsidiaries maintain a   system of accounting controls that is in compliance with the Sarbanes-Oxley Act and is   sufficient to provide reasonable assurances that (i) transactions are executed in accord-   ance with management’s general or specific authorization; (ii) transactions are recorded    





 







11   as necessary to permit preparation of financial statements in conformity with GAAP and   to maintain accountability for assets; (iii) access to assets is permitted only in accordance   with management’s general or specific authorization; (iv) the recorded accountability for   assets is compared with existing assets at reasonable intervals and appropriate action is   taken with respect to any differences; and (v) the interactive data in eXtensible Business   Reporting Language included or incorporated by reference in the Offering Memorandum   and the Pricing Disclosure Package fairly present the information called for in all materi-   al respects and are prepared in accordance with the Commission's rules and guidelines   applicable thereto.   (dd) Disclosure Controls and Procedures. The Issuer has established and   maintains disclosure controls and procedures (as such term is defined in Rules 13a-15   and 15d-15 under the Exchange Act); such disclosure controls and procedures are de-   signed to ensure that material information relating to the Issuer and its subsidiaries is   made known to the applicable chief executive officer and chief financial officer by others   within the Issuer or any of its subsidiaries, as the case may be, and such disclosure con-   trols and procedures are reasonably effective to perform the functions for which they   were established subject to the limitations of any such control system; the Issuer’s audi-   tors and the Audit Committee of the Board of Directors of the Issuer have been advised   of (i) any significant deficiencies or material weaknesses in the design or operation of in-   ternal controls which could adversely affect the Issuer’s ability to record, process, sum-   marize, and report financial data; and (ii) any fraud, whether or not material, that involves   management or other employees who have a role in the Issuer’s internal controls; and   since the date of the most recent evaluation of such disclosure controls and procedures,   there have been no significant changes in internal controls or in other factors that could   significantly affect internal controls, including any corrective actions with regard to sig-   nificant deficiencies and material weaknesses.   (ee) Regulations T, U, X. Neither the Issuer nor any Guarantor nor any of   their respective subsidiaries nor any agent thereof acting on their behalf has taken, and   none of them will take, any action that might cause this Agreement or the issuance or sale   of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of   Governors of the Federal Reserve System.   (ff) Compliance with and Liability Under Environmental Laws. Except as   would not, individually or in the aggregate, reasonably be expected to result in a Material   Adverse Change, (i) each of the Issuer and its subsidiaries and their respective operations   and facilities are in compliance with, and not subject to any known liabilities under, ap-   plicable Environmental Laws (as defined below), which compliance includes, without   limitation, having obtained and being in compliance with any permits, licenses or other   governmental authorizations or approvals, and having made all filings and provided all   financial assurances and notices, required for the ownership and operation of the busi-   ness, properties and facilities of the Issuer or any of its subsidiaries under applicable En-   vironmental Laws, and compliance with the terms and conditions thereof; (ii) neither the   Issuer nor any of its subsidiaries has received any written communication, whether from a   governmental authority, citizens group, employee or otherwise, that alleges that the Issuer   or any of its subsidiaries is in violation of any Environmental Law; (iii) there is no claim,    





 







12   action or cause of action filed with a court or governmental authority, no investigation   with respect to which the Issuer has received written notice, and no written notice by any   person or entity alleging actual or potential liability on the part of the Issuer or any of its   subsidiaries based on or pursuant to any Environmental Law pending or, to the best of the   Issuer’s knowledge, threatened against the Issuer or any of its subsidiaries or any person   or entity whose liability under or pursuant to any Environmental Law the Issuer or any of   its subsidiaries has retained or assumed either contractually or by operation of law; (iv)   neither the Issuer nor any of its subsidiaries is conducting or paying for, in whole or in   part, any investigation, response or other corrective action pursuant to any Environmental   Law at any site or facility, nor is any of them subject or a party to any order, judgment,   decree, contract or agreement which imposes any obligation or liability under any Envi-   ronmental Law; (v) no lien, charge, encumbrance or restriction has been recorded pursu-   ant to any Environmental Law with respect to any assets, facility or property owned, op-   erated or leased by the Issuer or any of its subsidiaries; and (vi) there are no past or pre-   sent actions, activities, circumstances, conditions or occurrences, including, without limi-   tation, the Release or threatened Release of any Material of Environmental Concern, that   could reasonably be expected to result in a violation of or liability under any Environ-   mental Law on the part of the Issuer or any of its subsidiaries, including, without limita-   tion, any such liability which the Issuer or any of its subsidiaries has retained or assumed   either contractually or by operation of law.   For purposes of this Agreement, “Environment” means ambient air, indoor air,   surface water, groundwater, drinking water, soil, surface and subsurface strata, and natu-   ral resources such as wetlands, flora and fauna. “Environmental Laws” means the com-   mon law and all federal, state, and local laws or regulations, ordinances, codes, orders,   decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to   pollution or protection of the Environment or human health (as it relates to exposure to   Materials of Environmental Concern) , including without limitation, those relating to (i)   the Release or threatened Release of Materials of Environmental Concern; and (ii) the   manufacture, processing, distribution, use, generation, treatment, storage, transport, han-   dling or recycling of Materials of Environmental Concern. “Materials of Environmen-   tal Concern” means any substance, material, pollutant, contaminant, chemical, waste,   compound, or constituent, in any form, including without limitation, petroleum and petro-   leum products, subject to regulation under Environmental Law or which can give rise to   liability under any Environmental Law. “Release” means any release, spill, emission,   discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or   leaching into the Environment, or into, from or through any building, structure or facility.   (gg) ERISA Compliance. The Issuer and its subsidiaries and any “employee   benefit plan” (as defined under the Employee Retirement Income Security Act of 1974   (as amended, “ERISA,” which term, as used herein, includes the regulations and pub-   lished interpretations thereunder) established or maintained by the Issuer, its subsidiaries   or their ERISA Affiliates (as defined below) are in compliance in all material respects   with ERISA and, to the knowledge of the Issuer, each “multiemployer plan” (as defined   in Section 4001 of ERISA) to which the Issuer, its subsidiaries or an ERISA Affiliate   contributes (a “Multiemployer Plan”) is in compliance in all material respects with   ERISA, except where any failure to comply would not, individually or in the aggregate,    





 







13   result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Issu-   er or a subsidiary, any member of any group of organizations described in Section 414 of   the Internal Revenue Code of 1986, as amended, (the “Code,” which term, as used here-   in, includes the regulations and published interpretations thereunder) of which the Issuer   or such subsidiary is a member. No “reportable event” (as defined under Section 4043(c)   of ERISA) has occurred or is reasonably expected to occur with respect to any “employee   benefit plan” established or maintained by the Issuer, its subsidiaries or any of their   ERISA Affiliates that would reasonably be expected to result in a Material Adverse   Change. No “single employer plan” (as defined in Section 4001 of ERISA) established   or maintained by the Issuer, its subsidiaries or any of their ERISA Affiliates, if such   “employee benefit plan” were terminated, would have any material amount of unfunded   “benefit liabilities” (as defined under Section 4001(a)(16) of ERISA) that in the   aggregate would reasonably be expected to result in a Material Adverse Change. Neither   the Issuer or any of its subsidiaries nor any of their ERISA Affiliates has incurred or rea-   sonably expects to incur any liability under (i) Title IV of ERISA with respect to termina-   tion of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975   or 4980B of the Code that individually or in the aggregate would reasonably be likely to   result in a Material Adverse Change. Each “employee benefit plan” established or main-   tained by the Issuer, its subsidiaries or any of their ERISA Affiliates that is intended to be   qualified under Section 401 of the Code is so qualified and, to the Issuer’s knowledge,   nothing has occurred, whether by action or failure to act, which would be reasonably like-   ly to cause the loss of such qualification to the extent any loss of qualified status would   reasonably be expected to result in a Material Adverse Change.   (hh) Compliance with Labor Laws. Except as would not, individually or in   the aggregate, result in a Material Adverse Change, (i) there is (A) no unfair labor prac-   tice complaint pending or, to the Issuer’s knowledge, threatened against the Issuer or any   of its subsidiaries before the National Labor Relations Board, and no grievance or arbitra-   tion proceeding arising out of or under collective bargaining agreements pending, or to   the Issuer’s knowledge, threatened, against the Issuer or any of its subsidiaries, (B) no   strike, labor dispute, slowdown or stoppage pending or, to the Issuer’s knowledge, threat-   ened against the Issuer or any of its subsidiaries and (C) no union representation question   existing with respect to the employees of the Issuer, or any of its subsidiaries and, to the   Issuer’s knowledge, no union organizing activities taking place and (ii) there has been no   violation of any federal, state or local law relating to discrimination in hiring, promotion   or pay of employees or of any applicable wage or hour laws.   (ii) Related Party Transactions. No relationship, direct or indirect, exists   between or among the Issuer or any affiliate of the Issuer, on the one hand, and any direc-   tor, officer, member, stockholder, customer or supplier of the Issuer or any affiliate of the   Issuer, on the other hand, which is required by the Securities Act to be disclosed in a reg-   istration statement on Form S-1 which is not so disclosed in the Offering Memorandum.   Except as otherwise disclosed in the Offering Memorandum or not prohibited by the Se-   curities or the Indenture, there are no outstanding loans, advances (except advances for   business expenses in the ordinary course of business) or guarantees of indebtedness by   the Issuer or any affiliate of the Issuer to or for the benefit of any of the officers or direc-   tors of the Issuer or any affiliate of the Issuer or any of their respective family members.    





 







14   (jj) No Unlawful Contributions or Other. None of the Issuer or its subsidiar-   ies nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of   the Issuer, or any of its subsidiaries is aware of or has taken any action, directly or indirectly,   that would result in a violation by such persons of the FCPA (as defined below), including,   without limitation, making use of the mails or any means or instrumentality of interstate   commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of   the payment of any money, or other property, gift, promise to give, or authorization of the   giving of anything of value to any “foreign official” (as such term is defined in the FCPA)   or any foreign political party or official thereof or any candidate for foreign political office,   in contravention of the FCPA and the Issuer, its subsidiaries and, to the knowledge of the Is-   suer, the Issuer, and its affiliates have conducted their businesses in compliance with the   FCPA and have instituted and maintain policies and procedures designed to ensure, and   which are reasonably expected to continue to ensure, continued compliance therewith.   “FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules   and regulations thereunder.   (kk) No Conflict with Money Laundering Laws. The operations of the Issuer   and its subsidiaries are and have been conducted at all times in compliance with applica-   ble financial recordkeeping and reporting requirements of the Currency and Foreign   Transactions Reporting Act of 1970, as amended, the money laundering statutes of all   applicable jurisdictions, the rules and regulations thereunder and any related or similar   rules, regulations or guidelines issued, administered or enforced by any governmental   agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or pro-   ceeding by or before any court or governmental agency, authority or body having juris-   diction over the Issuer involving the Issuer or any of its subsidiaries with respect to the   Anti-Money Laundering Laws is pending or, to the best knowledge of the Issuer threat-   ened.   (ll) No Conflict with Sanctions Laws. Neither the Issuer nor any of its sub-   sidiaries, nor, to the knowledge of the Issuer, any director, officer, agent, employee or af-   filiate of the Issuer or any of its subsidiaries is an individual or entity (“Person”) current-   ly the subject or target of any U.S. sanctions administered by the Office of Foreign Assets   Control of the U.S. Treasury Department, the U.S. Department of Commerce or the U.S.   Department of State (collectively, “Sanctions”), nor is the Issuer or any of its subsidiar-   ies located, organized or resident in a country or territory that is the subject of Sanctions.   The Issuer will not, directly or indirectly, use the proceeds of the offering, or lend, con-   tribute or otherwise make available such proceeds to any subsidiary, joint venture partner   or other Person, (i) to fund any activities of or business with any Person that, at the time   of such funding, is the subject of Sanctions, or is in Burma/Myanmar, Cuba, Iran, Libya,   North Korea, Sudan or in any other country or territory, that, at the time of such funding,   is the subject of Sanctions, or (ii) in any other manner that will result in a violation by   any person (including any person participating in the offering, whether as underwriter,   advisor, investor or otherwise) of Sanctions.   (mm) Regulation S. The Issuer, the Guarantors and their respective affiliates   and all persons acting on their behalf (other than the Initial Purchasers, as to whom the    





 







15   Issuer and the Guarantors make no representation) have complied with and will comply   with the offering restrictions requirements of Regulation S in connection with the offer-   ing of the Securities outside the United States and, in connection therewith, the Offering   Memorandum will contain the disclosure required by Rule 902. The Securities sold in re-   liance on Regulation S will be represented upon issuance by a temporary global security   that may not be exchanged for definitive securities until the expiration of the 40-day re-   stricted period referred to in Rule 903 of the Securities Act and only upon certification of   beneficial ownership of such Securities by non-U.S. persons or U.S. persons who pur-   chased such Securities in transactions that were exempt from the registration require-   ments of the Securities Act.   (nn) Senior Secured Facilities. The Senior Secured Facilities have been duly   and validly authorized by the Company and, when duly executed and delivered by the   Company, will be the valid and legally binding obligation of the Company, enforceable   in accordance with its terms, except as the enforcement thereof may be limited by bank-   ruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affect-   ing the rights and remedies of creditors or by general equitable principles.   Any certificate signed by an officer of the Issuer or any Guarantor and delivered to the   Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation   and warranty by the Issuer or such Guarantor, jointly and severally, to each Initial Purchaser as   to the matters set forth therein.   SECTION 2. Purchase, Sale and Delivery of the Securities.   (a) The Notes. On the basis of the representations, warranties and agreements herein   set forth, and upon the terms herein set forth, the Issuer agrees to issue and sell to the Initial Pur-   chasers all of the Notes, and, subject to the conditions set forth herein, the Initial Purchasers   agree, severally and not jointly, to purchase from the Issuer the aggregate principal amount of   Notes set forth opposite their names on Schedule I, at a purchase price of 98.50% of the principal   amount thereof plus accrued interest, if any, from April 1, 2015 to the Closing Date, payable on   the Closing Date, in each case, on the basis of the representations, warranties and agreements   herein contained, and upon the terms herein set forth.   (b) The Closing Date. Delivery of certificates for the Notes in definitive form to be   purchased by the Initial Purchasers and payment therefor shall be made at the offices of Cahill   Gordon & Reindel LLP, 80 Pine Street, New York, New York (or such other place as may be   agreed to by the Issuer and Merrill Lynch) at 9:00 a.m. New York City time, on April 1, 2015 or   such other time and date as Merrill Lynch shall designate by notice to the Issuer (the time and   date of such closing are called the “Closing Date”).   (c) Delivery of the Notes. The Issuer shall deliver, or cause to be delivered, to Mer-   rill Lynch for the accounts of the several Initial Purchasers certificates for the Notes at the Clos-   ing Date against the irrevocable release of a wire transfer of immediately available funds for the   amount of the purchase price therefor. The certificates for the Notes shall be in such denomina-   tions and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the   DTC Agreement, and shall be made available for inspection on the business day preceding the    





 







16   Closing Date at a location in New York City, as Merrill Lynch may designate. Time shall be of   the essence.   (d) Representations and Warranties of the Initial Purchasers. Each Initial Pur-   chaser severally and not jointly represents and warrants to, and agrees with, the Issuer that:   (i) it has not solicited offers for, or offered or sold, and will not solicit offers   for, or offer and sell Notes, except to (a) persons who it reasonably believes are “quali-   fied institutional buyers” within the meaning of Rule 144A (“Qualified Institutional   Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms   and conditions set forth in Annex I to this Agreement;   (ii) it is a Qualified Institutional Buyer or an institutional “accredited investor”   within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and   (iii) it has not solicited offers for, or offered or sold, and will not solicit offers   for, or offer or sell Notes by, any form of general solicitation or general advertising, in-   cluding but not limited to the methods described in Rule 502(c) or in any manner involv-   ing a public offering within Section 4(a)(2) of the Securities Act.   SECTION 3. Additional Covenants. Each of the Issuer and the Guarantors further   covenants and agrees with each Initial Purchaser as follows:   (a) Preparation of Final Offering Memorandum; Initial Purchasers’ Re-   view of Proposed Amendments and Supplements and Company Additional Written   Communications. As promptly as practicable following the Time of Sale and in any   event not later than the second business day following the date hereof, the Issuer will   prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall   consist of the Preliminary Offering Memorandum as modified only by the information   contained in the Pricing Supplement. The Issuer will not amend or supplement the Pre-   liminary Offering Memorandum or the Pricing Supplement. The Issuer will not amend or   supplement the Final Offering Memorandum prior to the Closing Date unless the Repre-   sentative shall previously have been furnished a copy of the proposed amendment or sup-   plement at least two business days prior to the proposed use or filing, and shall not have   objected to such amendment or supplement. Before making, preparing, using, authoriz-   ing, approving or distributing any Company Additional Written Communication, the Is-   suer will furnish to the Representative a copy of such written communication for review   and will not make, prepare, use, authorize, approve or distribute any such written com-   munication to which the Representative reasonably objects.   (b) Amendments and Supplements to the Final Offering Memorandum   and Other Securities Act Matters. If at any time prior to the Closing Date (i) any event   shall occur or condition shall exist as a result of which any of the Pricing Disclosure   Package as then amended or supplemented would include any untrue statement of a mate-   rial fact or omit to state any material fact necessary in order to make the statements there-   in, in the light of the circumstances under which they were made, not misleading or (ii) it   is necessary to amend or supplement any of the Pricing Disclosure Package to comply    





 







17   with law, the Issuer and the Guarantors will immediately notify the Initial Purchasers   thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial   Purchasers such amendments or supplements to any of the Pricing Disclosure Package as   may be necessary so that the statements in any of the Pricing Disclosure Package as so   amended or supplemented will not, in the light of the circumstances under which they   were made, be misleading or so that any of the Pricing Disclosure Package will comply   with all applicable law. If, prior to the completion of the placement of the Securities by   the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition   exist as a result of which it is necessary to amend or supplement the Final Offering Mem-   orandum, as then amended or supplemented, in order to make the statements therein, in   the light of the circumstances when the Final Offering Memorandum is delivered to a   Subsequent Purchaser, not misleading, or if in the judgment of the Representative or   counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the   Final Offering Memorandum to comply with law, the Issuer and the Guarantors agree to   promptly prepare (subject to Section 3 hereof) and furnish at their own expense to the Ini-   tial Purchasers, amendments or supplements to the Final Offering Memorandum so that   the statements in the Final Offering Memorandum as so amended or supplemented will   not, in the light of the circumstances at the Closing Date and at the time of sale of Securi-   ties, be misleading or so that the Final Offering Memorandum, as amended or supple-   mented, will comply with all applicable law.   The Issuer and the Guarantors hereby expressly acknowledge that the indemnifi-   cation and contribution provisions of Sections 8 and 9 hereof are specifically applicable   and relate to each offering memorandum, amendment or supplement referred to in this   Section 3.   (c) Copies of the Offering Memorandum. At any time prior to the Closing   Date, the Issuer agrees to furnish the Initial Purchasers, without charge, as many copies   of the Pricing Disclosure Package and the Final Offering Memorandum and any amend-   ments and supplements thereto as they shall reasonably request.   (d) Blue Sky Compliance. Each of the Issuer and the Guarantors shall coop-   erate with the Representative and counsel for the Initial Purchasers to qualify or register   (or to obtain exemptions from qualifying or registering) all or any part of the Securities   for offer and sale under the securities laws of the several states of the United States, the   provinces of Canada or any other jurisdictions reasonably requested by the Representa-   tive and such Securities shall continue to be qualified, registered, or exempt for so long as   required for the distribution of the Securities. None of the Issuer or any of the Guarantors   shall be required to qualify as a foreign corporation or to take any action that would sub-   ject it to general service of process in any such jurisdiction where it is not presently quali-   fied or where it would be subject to taxation as in any such jurisdiction. The Issuer will   advise the Representative promptly of the suspension of the qualification or registration   of (or any such exemption relating to) the Notes for offering, sale or trading in any juris-   diction or of it becoming aware of any initiation of any proceeding for any such purpose,   and in the event of the issuance of any order suspending such qualification, registration or   exemption, each of the Issuer and the Guarantors shall use its best efforts to obtain the   withdrawal thereof at the earliest possible moment.    





 







18   (e) Use of Proceeds. The Issuer shall apply the net proceeds from the sale of   the Notes sold by it in the manner described under the caption “Use of Proceeds” in the   Pricing Disclosure Package.   (f) The Depositary. The Issuer will cooperate with the Initial Purchasers in   arranging for the Subsequent Purchasers to be eligible for clearance and settlement   through the facilities of the Depositary.   (g) Additional Issuer Information. Prior to the completion of the placement   of the Notes by the Initial Purchasers with the Subsequent Purchasers, the Company shall   file, on a timely basis, with the Commission and the NYSE all reports and documents re-   quired to be filed under Section 13 or 15 of the Exchange Act. Additionally, at any time   when the Issuer is not subject to Section 13 or 15 of the Exchange Act, for the benefit of   holders and beneficial owners from time to time of the Notes, the Issuer shall furnish, at   its expense, upon request, to holders and beneficial owners of Notes and prospective pur-   chasers of Notes information (“Additional Issuer Information”) satisfying the require-   ments of Rule 144A(d).   (h) Agreement Not To Offer or Sell Additional Securities. During the pe-   riod of 90 days following the date hereof, the Issuer will not, without the prior written   consent of Merrill Lynch (which consent may be withheld at the sole discretion of Merrill   Lynch), directly or indirectly, sell, offer, contract or grant any option to sell, pledge,   transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1   under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of,   or file any registration statement under the Securities Act in respect of, any debt securi-   ties of the Issuer or any Guarantor that are substantially similar to the Notes (other than as   contemplated by this Agreement).   (i) Future Reports to the Initial Purchasers. At any time when the Issuer   is not subject to Section 13 or 15 of the Exchange Act and any Securities remain out-   standing, the Issuer will furnish to the Initial Purchasers (i) as soon as practicable after   the end of each fiscal year, copies of the Annual Report of the Issuer containing the bal-   ance sheet of the Issuer as of the close of such fiscal year and statements of income,   stockholders’ equity and cash flows for the year then ended and the opinion thereon of   the Issuer’s independent public or certified public accountants; (ii) as soon as practicable   after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K,   Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the   Issuer with the Commission, the Financial Industry Regulatory Authority (“FINRA”) or   any securities exchange; and (iii) as soon as available, copies of any report or communi-   cation of the Issuer mailed generally to holders of its capital stock or debt securities (in-   cluding the holders of the Securities), if, in each case, such documents are not filed with   the Commission within the time periods specified by the Commission’s rules and regula-   tions under Section 13 or 15 of the Exchange Act.   (j) No Integration. The Issuer and the Guarantors agree that they will not   and will cause their respective Affiliates not to make any offer or sale of securities of the   Issuer and the Guarantors of any class if, as a result of the doctrine of “integration” re-    





 







19   ferred to in Rule 502, such offer or sale would render invalid (for the purpose of (i) the   sale of the Notes by the Issuer to the Initial Purchasers, (ii) the resale of the Notes by the   Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Notes by such Subse-   quent Purchasers to others) the exemption from the registration requirements of the Secu-   rities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S there-   under or otherwise.   (k) No General Solicitation or Directed Selling Efforts. The Issuer and the   Guarantors agree that they will not and will not permit any of their respective Affiliates   or any other person acting on their behalf (other than the Initial Purchasers, as to which   no covenant is given) to (i) solicit offers for, or offer or sell, the Notes by means of any   form of general solicitation or general advertising within the meaning of Rule 502(c) or   in any manner involving a public offering within the meaning of Section 4(a)(2) of the   Securities Act or (ii) engage in any directed selling efforts with respect to the Notes with-   in the meaning of Regulation S, and the Issuer and the Guarantors will and will cause all   such persons to comply with the offering restrictions requirement of Regulation S with   respect to the Notes.   (l) No Restricted Resales. During the one year period after the Closing Date   (or such shorter period as may be provided for in Rule 144 under the Securities Act   (“Rule 144”)), neither the Issuer nor any Guarantor will, or will permit any of its con-   trolled affiliates (as defined in Rule 144) to resell any of the Notes which constitute “re-   stricted securities” under Rule 144 that have been reacquired by any of them, except pur-   suant to an effective registration statement under the Securities Act.   (m) Legended Notes. Each certificate for a Note will bear the legend con-   tained in “Transfer Restrictions” in the Preliminary Offering Memorandum for the time   period and upon the other terms stated in the Preliminary Offering Memorandum.   The Representative on behalf of the several Initial Purchasers may, in its sole discretion,   waive in writing the performance by the Issuer or any Guarantor of any one or more of the fore-   going covenants or extend the time for their performance.   SECTION 4. Payment of Expenses. Each of the Issuer and the Guarantors agree to   pay all costs, fees and expenses incurred in connection with the performance of its obligations   hereunder and in connection with the transactions contemplated hereby, including, without limi-   tation, (i) all expenses incident to the issuance and delivery of the Notes (including all printing   and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with   the issuance and sale of the Notes to the Initial Purchasers, (iii) all fees and expenses of the Issu-   er’s and the Guarantors’ counsel, independent public or certified public accountants and other   advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing,   shipping and distribution of the Pricing Disclosure Package and the Final Offering Memorandum   (including financial statements and exhibits), and all amendments and supplements thereto, and   the Transaction Documents, (v) all filing fees, reasonable attorneys’ fees and expenses incurred   by the Issuer, the Guarantors or the Initial Purchasers in connection with qualifying or registering   (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for   offer and sale under the securities laws of the several states of the United States, the provinces    





 







20   of Canada or other jurisdictions reasonably requested by the Initial Purchasers (including, with-   out limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal   investment memoranda and any related supplements to the Pricing Disclosure Package or the   Final Offering Memorandum), (vi) the fees and expenses of the Trustee, including the reasonable   fees and disbursements of counsel for the Trustee in connection with the Indenture and the   Notes, (vii) any fees payable to ratings agencies in connection with the rating of the Notes with   the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements   of counsel to the Initial Purchasers in connection with the review by FINRA, if any, of the terms   of the sale of the Notes, (ix) all fees and expenses (including reasonable fees and expenses of   counsel) of the Issuer and the Guarantors in connection with approval of the Notes by the Depos-   itary for “book-entry” transfer, and the performance by the Issuer and the Guarantors of their re-   spective other obligations under this Agreement and (x) 50% of all of the expenses incident to   the “road show” for the offering of the Notes (it being understood that the Initial Purchasers shall   pay 50% of such expenses (other than the use of any aircraft owned or leased by the Issuer or its   subsidiaries, in which case 100% of the cost of such aircraft shall be the responsibility of the Is-   suer)). Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Initial Purchasers   shall pay their own expenses, including the fees and disbursements of their counsel.   SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obliga-   tions of the several Initial Purchasers to purchase and pay for the Notes as provided herein on the   Closing Date shall be subject to the accuracy of the representations and warranties on the part of   the Issuer and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the   Closing Date as though then made and to the timely performance by the Issuer of its covenants   and other obligations hereunder, and to each of the following additional conditions:   (a) Accountants’ Comfort Letter. On the date hereof, the Initial Purchasers   shall have received from McGladrey LLP, the independent registered public accounting   firm for Townsquare Media, Inc., a “comfort letter” dated the date hereof addressed to   the Initial Purchasers, in form and substance satisfactory to the Representative, covering   the financial information in the Pricing Disclosure Package and other customary matters.   In addition, on the Closing Date, the Initial Purchasers shall have received from   McGladrey LLP a “bring-down comfort letter” dated the Closing Date addressed to the   Initial Purchasers, in form and substance satisfactory to the Representative, in the form of   the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial   information in the Final Offering Memorandum and any amendment or supplement there-   to and (ii) procedures shall be brought down to a date no more than 3 days prior to the   Closing Date.   (b) No Material Adverse Change or Ratings Agency Change. For the pe-   riod from and after the date of this Agreement and prior to the Closing Date:   (i) in the judgment of the Representative there shall not have occurred   any Material Adverse Change the effect of which in the judgment of the Repre-   sentative makes it impractical or inadvisable to proceed with the offering, sale or   delivery of the Securities on the terms and in the manner contemplated by this   Agreement and the Pricing Disclosure Package; and    





 







21   (ii) there shall not have occurred any downgrading, nor shall any no-   tice have been given of any intended or potential downgrading or of any review   for a possible change that does not indicate the direction of the possible change, in   the rating accorded the Issuer or any of its subsidiaries or any of their securities or   indebtedness by any “nationally recognized statistical rating organization” as such   term is defined under Section 3(a)(62) of the Exchange Act.   (c) Opinion of Counsel for the Issuer. On the Closing Date the Initial Pur-   chasers shall have received the opinion and negative assurance letter of Kirkland & Ellis   LLP, counsel for the Issuer, dated as of such Closing Date, the form of which is attached   as Exhibit A.   (d) Opinion of Special FCC Counsel for the Issuer. On the Closing Date,   the Initial Purchasers shall have received the favorable opinion of Drinker, Biddle &   Reath, LLP, special FCC counsel for the Issuer, dated as of the Closing Date in the form   attached as Exhibit B or otherwise in form and substance reasonably satisfactory to the   Representative.   (e) Opinion of Counsel for the Initial Purchasers. On the Closing Date the   Initial Purchasers shall have received the opinion and negative assurance letter of Cahill   Gordon & Reindel LLP, counsel for the Initial Purchasers, dated as of such Closing Date,   with respect to such matters as may be reasonably requested by the Initial Purchasers.   (f) Officers’ Certificate. On the Closing Date the Initial Purchasers shall   have received a written certificate executed by an executive officer of the Issuer and each   Guarantor who has knowledge of the Issuer’s or such Guarantor’s financial matters, dated   as of the Closing Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the   effect that:   (i) for the period from and after the date of this Agreement and prior   to the Closing Date there has not occurred any Material Adverse Change;   (ii) the representations, warranties and covenants of the Issuer and the   Guarantors set forth in Section 1 hereof were true and correct as of the date hereof   and are true and correct as of the Closing Date (except, in each case, to the extent   that such representations and warranties relate to an earlier date, in which case   such representations and warranties shall be true and correct as of such date) with   the same force and effect as though expressly made on and as of the Closing Date;   provided, that any representation and warranty that is qualified as to “materiality,”   “Material Adverse Change” or similar language shall be true and correct (after   giving effect to any qualification therein) in all respects on such respective dates;   and   (iii) each of the Issuer and the Guarantors has complied with all the   agreements and satisfied all the conditions on its part to be performed or satisfied   at or prior to the Closing Date.    





 







22   (g) Indenture. The Issuer and Guarantors shall have executed and delivered   the Indenture, in form and substance reasonably satisfactory to the Initial Purchasers, and   the Initial Purchasers shall have received executed copies thereof.   (h) Senior Secured Facilities. Concurrently with or prior to the Closing   Date, the Issuer and the Guarantors shall have entered into the Senior Secured Facilities   consistent in all material respects with the terms described in the Pricing Disclosure   Package and the Final Offering Memorandum and the Initial Purchasers shall have re-   ceived conformed counterparts thereof.   (i) Transactions. The Transactions shall have been consummated on the   terms and conditions described in the Pricing Disclosure Package.   (j) Additional Documents. On or before the Closing Date, the Initial Pur-   chasers shall have received such information, documents and opinions as they may rea-   sonably request for the purposes of enabling them to pass upon the issuance and sale of   the Notes as contemplated herein, or in order to evidence the accuracy of any of the rep-   resentations and warranties, or the satisfaction of any of the conditions or agreements,   herein contained.   SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is   terminated by the Initial Purchasers pursuant to Section 10 hereof, including if the sale to the Ini-   tial Purchasers of the Notes on the Closing Date is not consummated because of any refusal, ina-   bility or failure on the part of the Issuer to perform any agreement herein or to comply with any   provision hereof, the Issuer agrees to reimburse the Initial Purchasers, severally, promptly upon   demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial   Purchasers in connection with the proposed purchase and the offering and sale of the Securities,   including, without limitation, reasonable fees and disbursements of counsel, printing expenses,   travel expenses, postage, facsimile and telephone charges, in each case reasonably incurred by   the Initial Purchasers in connection with the proposed purchase and the offering and sale of the   Securities.   SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on   the one hand, and the Issuer and each of the Guarantors, on the other hand, hereby agree to ob-   serve the following procedures in connection with the offer and sale of the Notes:   (a) Offers and sales of the Notes will be made only by the Initial Purchasers   or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are   made. Each such offer or sale shall only be made to persons whom the offeror or seller   reasonably believes to be Qualified Institutional Buyers or non-U.S. persons outside the   United States to whom the offeror or seller reasonably believes offers and sales of the   Notes may be made in reliance upon Regulation S upon the terms and conditions set forth   in Annex I hereto, which Annex I is hereby expressly made a part hereof.   (b) The Notes will be offered by approaching prospective Subsequent Pur-   chasers on an individual basis. No general solicitation or general advertising (within the    





 







23   meaning of Rule 502) will be used in the United States in connection with the offering of   the Notes.   (c) Upon original issuance by the Issuer, and until such time as the same is no   longer required under the applicable requirements of the Securities Act, the Notes (and all   securities issued in exchange therefor or in substitution thereof) shall bear the following   legend:   “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGI-   NALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER   SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED   (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY   NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE   OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.   EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NO-   TIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM   THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY   RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED   HEREBY AGREES FOR THE BENEFIT OF TOWNSQUARE THAT (A) SUCH SE-   CURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY   (i) (a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REA-   SONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED   IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN   ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER   IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A   TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE   SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON   IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER   THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION   FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND   BASED UPON AN OPINION OF COUNSEL IF TOWNSQUARE SO REQUESTS), (ii)   TO TOWNSQUARE, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION   STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE   SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER   APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUB-   SEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF   THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET   FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO   THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RE-   SALE OF THE SECURITY EVIDENCED HEREBY.”   Following the sale of the Notes by the Initial Purchasers to Subsequent Purchasers pursu-   ant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Issuer for   any losses, damages or liabilities suffered or incurred by the Issuer including any losses, damag-   es or liabilities under the Securities Act, arising from or relating to any resale or transfer of any   Note.    





 







24   SECTION 8. Indemnification.   (a) Indemnification of the Initial Purchasers. Each of the Issuer and the Guaran-   tors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its affil-   iates, directors, officers and employees, and each person, if any, who controls any Initial Pur-   chaser within the meaning of the Securities Act and the Exchange Act against any loss, claim,   damage, liability or expense, as incurred, to which such Initial Purchaser, affiliate, director, of-   ficer, employee or controlling person may become subject, under the Securities Act, the Ex-   change Act or other federal or state statutory law or regulation, or at common law or otherwise   (including in settlement of any litigation, if such settlement is effected with the written consent   of the Issuer), insofar as such loss, claim, damage, liability or expense (or actions in respect   thereof as contemplated below) arises out of or is based upon any untrue statement or alleged   untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pric-   ing Supplement, any Company Additional Written Communication or the Final Offering Memo-   randum (or any amendment or supplement thereto), or the omission or alleged omission there-   from of a material fact necessary in order to make the statements therein, in the light of the cir-   cumstances under which they were made, not misleading; and to reimburse each Initial Purchaser   and each such affiliate, director, officer, employee or controlling person for any and all expenses   (including the fees and disbursements of counsel chosen by Merrill Lynch) as such expenses are   reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or con-   trolling person in connection with investigating, defending, settling, compromising or paying any   such loss, claim, damage, liability, expense or action; provided, however, that the foregoing in-   demnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, dam-   age, liability or expense to the extent, but only to the extent, arising out of or based upon any un-   true statement or alleged untrue statement or omission or alleged omission made in reliance upon   and in conformity with written information furnished to the Issuer by such Initial Purchaser   through the Representative expressly for use in the Preliminary Offering Memorandum, the Pric-   ing Supplement, any Company Additional Written Communication or the Final Offering Memo-   randum (or any amendment or supplement thereto). The indemnity agreement set forth in this   Section 8(a) shall be in addition to any liabilities that the Issuer may otherwise have.   (b) Indemnification of the Issuer and the Guarantors. Each Initial Purchaser   agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each Guarantor, each   of their respective directors and each person, if any, who controls the Issuer or any Guarantor   within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage,   liability or expense, as incurred, to which the Issuer, any Guarantor or any such director or con-   trolling person may become subject, under the Securities Act, the Exchange Act, or other federal   or state statutory law or regulation, or at common law or otherwise (including in settlement of   any litigation, if such settlement is effected with the written consent of such Initial Purchaser),   insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contem-   plated below) arises out of or is based upon any untrue statement or alleged untrue statement of a   material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any   Company Additional Written Communication or the Final Offering Memorandum (or any   amendment or supplement thereto), or the omission or alleged omission therefrom of a material   fact necessary in order to make the statements therein, in the light of the circumstances under   which they were made, not misleading, in each case to the extent, but only to the extent, that   such untrue statement or alleged untrue statement or omission or alleged omission was made in    





 







25   the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Writ-   ten Communication or the Final Offering Memorandum (or any amendment or supplement there-   to), in reliance upon and in conformity with written information furnished to the Issuer by such   Initial Purchaser through the Representative expressly for use therein; and to reimburse the Issu-   er, any Guarantor and each such director or controlling person for any and all expenses (includ-   ing the fees and disbursements of counsel) as such expenses are reasonably incurred by the Issu-   er, any Guarantor or such director or controlling person in connection with investigating, defend-   ing, settling, compromising or paying any such loss, claim, damage, liability, expense or action.   Each of the Issuer and the Guarantors hereby acknowledges that the only information that the   Initial Purchasers through the Representative have furnished to the Issuer expressly for use in the   Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written   Communication or the Final Offering Memorandum (or any amendment or supplement thereto)   are the statements set forth in the fourth, ninth and tenth paragraphs, the third sentence of the   fifth paragraph and the third sentence of the seventh paragraph under the caption “Plan of Distri-   bution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The   indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each   Initial Purchaser may otherwise have.   (c) Notifications and Other Indemnification Procedures. Promptly after receipt   by an indemnified party under this Section 8 of notice of the commencement of any action, such   indemnified party will, if a claim in respect thereof is to be made against an indemnifying party   under this Section 8, notify the indemnifying party in writing of the commencement thereof;   provided that the failure to so notify the indemnifying party will not relieve it from any liability   which it may have to any indemnified party under this Section 8 except to the extent that it has   been materially prejudiced by such failure (through the forfeiture of substantive rights and de-   fenses) and shall not relieve the indemnifying party from any liability that the indemnifying party   may have to an indemnified party other than under this Section 8. In case any such action is   brought against any indemnified party and such indemnified party seeks or intends to seek in-   demnity from an indemnifying party, the indemnifying party will be entitled to participate in and,   to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by   written notice delivered to the indemnified party promptly after receiving the aforesaid notice   from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory   to such indemnified party; provided, however, if the defendants in any such action include both   the indemnified party and the indemnifying party and the indemnified party shall have reasona-   bly concluded that a conflict may arise between the positions of the indemnifying party and the   indemnified party in conducting the defense of any such action or that there may be legal defens-   es available to it and/or other indemnified parties which are different from or additional to those   available to the indemnifying party, the indemnified party or parties shall have the right to select   separate counsel to assume such legal defenses and to otherwise participate in the defense of   such action on behalf of such indemnified party or parties. Upon receipt of notice from the in-   demnifying party to such indemnified party of such indemnifying party’s election so to assume   the defense of such action and approval by the indemnified party of counsel, the indemnifying   party will not be liable to such indemnified party under this Section 8 for any legal or other ex-   penses subsequently incurred by such indemnified party in connection with the defense thereof   unless (i) the indemnified party shall have employed separate counsel in accordance with the   proviso to the immediately preceding sentence (it being understood, however, that the indemni-   fying party shall not be liable for the expenses of more than one separate counsel (together with    





 







26   local counsel (in each jurisdiction)), which shall be selected by Merrill Lynch (in the case of   counsel representing the Initial Purchasers or their related persons), representing the indemnified   parties who are parties to such action) or (ii) the indemnifying party shall not have employed   counsel satisfactory to the indemnified party to represent the indemnified party within a reasona-   ble time after notice of commencement of the action, in each of which cases the fees and expens-   es of counsel shall be at the expense of the indemnifying party.   (d) Settlements. The indemnifying party under this Section 8 shall not be liable for   any settlement of any proceeding effected without its written consent, which will not be unrea-   sonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff,   the indemnifying party agrees to indemnify the indemnified party against any loss, claim, dam-   age, liability or expense by reason of such settlement or judgment. Notwithstanding the forego-   ing sentence, if at any time an indemnified party shall have requested an indemnifying party to   reimburse the indemnified party for fees and expenses of counsel as contemplated by this Sec-   tion 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding   effected without its written consent if (i) such settlement is entered into more than 60 days after   receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall   not have reimbursed the indemnified party in accordance with such request or disputed in good   faith the indemnified party’s entitlement to such reimbursement prior to the date of such settle-   ment. No indemnifying party shall, without the prior written consent of the indemnified party,   effect any settlement, compromise or consent to the entry of judgment in any pending or threat-   ened action, suit or proceeding in respect of which any indemnified party is or could have been a   party and indemnity was or could have been sought hereunder by such indemnified party, unless   such settlement, compromise or consent (i) includes an unconditional release of such indemni-   fied party from all liability on claims that are the subject matter of such action, suit or proceeding   and (ii) does not include any statements as to or any findings of fault, culpability or failure to act   by or on behalf of any indemnified party.   SECTION 9. Contribution. If the indemnification provided for in Section 8 hereof is   for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified   party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then   each indemnifying party shall contribute to the aggregate amount paid or payable by such in-   demnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses   referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received   by the Issuer and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand,   from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by   clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect   not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer   and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection   with the statements or omissions or inaccuracies in the representations and warranties herein   which resulted in such losses, claims, damages, liabilities or expenses, as well as any other rele-   vant equitable considerations. The relative benefits received by the Issuer and the Guarantors, on   the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the   Securities pursuant to this Agreement shall be deemed to be in the same respective proportions   as the total net proceeds from the offering of the Securities pursuant to this Agreement (before   deducting expenses) received by the Issuer, and the total discount and/or commissions received   by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative    





 







27   fault of the Issuer and the Guarantors, on the one hand, and the Initial Purchasers, on the other   hand, shall be determined by reference to, among other things, whether any such untrue or al-   leged untrue statement of a material fact or omission or alleged omission to state a material fact   or any such inaccurate or alleged inaccurate representation or warranty relates to information   supplied by the Issuer and the Guarantors, on the one hand, or the Initial Purchasers, on the other   hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct   or prevent such statement or omission or inaccuracy.   The amount paid or payable by a party as a result of the losses, claims, damages, liabili-   ties and expenses referred to above shall be deemed to include, subject to the limitations set forth   in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in con-   nection with investigating or defending any action or claim. The provisions set forth in Section 8   hereof with respect to notice of commencement of any action shall apply if a claim for contribu-   tion is to be made under this Section 9; provided, however, that no additional notice shall be re-   quired with respect to any action for which notice has been given under Section 8 hereof for pur-   poses of indemnification.   The Issuer, the Guarantors and the Initial Purchasers agree that it would not be just and   equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even   if the Initial Purchasers were treated as one entity for such purpose) or by any other method of   allocation which does not take account of the equitable considerations referred to in this Section   9.   Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to   contribute any amount in excess of the discount received by such Initial Purchaser in connection   with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the   meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person   who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to   contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective   commitments as set forth opposite their names in Schedule I. For purposes of this Section 9,   each director, officer, employee and affiliate of an Initial Purchaser and each person, if any, who   controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall   have the same rights to contribution as such Initial Purchaser, and each director of the Issuer or   any Guarantor, and each person, if any, who controls the Issuer or any Guarantor with the mean-   ing of the Securities Act and the Exchange Act shall have the same rights to contribution as the   Issuer and the Guarantors.   SECTION 10. Termination of This Agreement. Prior to the Closing Date, this   Agreement may be terminated by the Representative by notice given to the Issuer if at any time:   (i) trading or quotation in any of the Issuer’s securities shall have been suspended or limited by   the Commission or by the New York Stock Exchange, or trading in securities generally on either   the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or lim-   ited, or minimum or maximum prices shall have been generally established on any of such quota-   tion system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium   shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall   have occurred any outbreak or escalation of national or international hostilities or any crisis or   calamity, or any change in the United States or international financial markets, or any substantial    





 







28   change or development involving a prospective substantial change in United States’ or interna-   tional political, financial or economic conditions, as in the judgment of the Representative is ma-   terial and adverse and makes it impracticable or inadvisable to proceed with the offering sale or   delivery of the Securities in the manner and on the terms described in the Pricing Disclosure   Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representa-   tive there shall have occurred any Material Adverse Change; or (v) the Issuer shall have sus-   tained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in   the judgment of the Representative may interfere materially with the conduct of the business and   operations of the Issuer regardless of whether or not such loss shall have been insured. Any ter-   mination pursuant to this Section 10 shall be without liability on the part of (i) the Issuer or any   Guarantor to any Initial Purchaser, except that the Issuer and the Guarantors shall be obligated to   reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Ini-   tial Purchaser to the Issuer, or (iii) any party hereto to any other party except that the provisions   of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.   SECTION 11. Representations and Indemnities to Survive Delivery. The respective   indemnities, agreements, representations, warranties and other statements of the Issuer, the   Guarantors, their respective officers and the several Initial Purchasers set forth in or made pursu-   ant to this Agreement will remain in full force and effect, regardless of any investigation made   by or on behalf of any Initial Purchaser, the Issuer, any Guarantor or any of their partners, offic-   ers or directors or any controlling person, as the case may be, and will survive delivery of and   payment for the Notes sold hereunder and any termination of this Agreement.   SECTION 12. Notices. All communications hereunder shall be in writing and shall be   mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows:   If to the Initial Purchasers:   Merrill Lynch, Pierce, Fenner & Smith Incorporated   50 Rockefeller Plaza   New York, New York 10020   Facsimile: (212) 901-7897   Attention: High Yield Legal Department   with a copy to:   Cahill Gordon & Reindel LLP   80 Pine Street   New York, New York 10005   Facsimile: (212) 378-2554   Attention: Luis Penalver, Esq.    





 







29   If to the Issuer or the Guarantors:   Townsquare Media, Inc.   240 Greenwich Avenue   Greenwich, CT 06830   Facsimile: (203) 861-0920   Attention: Chief Financial Officer   with a copy to:   Kirkland & Ellis LLP   601 Lexington Avenue   New York, New York 10022   Facsimile: (212) 446-4900   Attention: Joshua Korff, Esq.   Any party hereto may change the address or facsimile number for receipt of communica-   tions by giving written notice to the others.   SECTION 13. Successors. This Agreement will inure to the benefit of and be binding   upon the parties hereto, and to the benefit of the indemnified parties referred to in Sections 8 and   9 hereof, and in each case their respective successors, and no other person will have any right or   obligation hereunder. The term “successors” shall not include any Subsequent Purchaser or oth-   er purchaser of the Notes as such from any of the Initial Purchasers merely by reason of such   purchase.   SECTION 14. Authority of the Representative. Any action by the Initial Purchasers   hereunder may be taken by the Representative on behalf of the Initial Purchasers, and any such   action taken by the Representative shall be binding upon the Initial Purchasers.   SECTION 15. Partial Unenforceability. The invalidity or unenforceability of any sec-   tion, paragraph or provision of this Agreement shall not affect the validity or enforceability of   any other section, paragraph or provision hereof. If any section, paragraph or provision of this   Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to   be made such minor changes (and only such minor changes) as are necessary to make it valid   and enforceable.   SECTION 16. Governing Law and Waiver of Jury Trial Provisions.   (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN   ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLI-   CABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITH-   OUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. EACH PARTY HERE-   TO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY   APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL   PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS   AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER    





 







30   BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)   CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER   PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER   PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE   FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PAR-   TIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,   AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS   SECTION.   (b) Any legal suit, action or proceeding arising out of or based upon this Agreement   or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the feder-   al courts of the United States of America located in the City and County of New York or the   courts of the State of New York in each case located in the City and County of New York (col-   lectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdic-   tion (except for suits, actions, or proceedings instituted in regard to the enforcement of a judg-   ment of any Specified Court in a Related Proceeding a “Related Judgment,” as to which such   jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any   process, summons, notice or document by mail to such party’s address set forth above shall be   effective service of process for any Related Proceeding brought in any Specified Court. The par-   ties irrevocably and unconditionally waive any objection to the laying of venue of any Specified   Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to   plead or claim in any Specified Court that any Related Proceeding brought in any Specified   Court has been brought in an inconvenient forum.   SECTION 17. Default of One or More of the Several Initial Purchasers. If any one   or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they   have agreed to purchase hereunder on the Closing Date and the aggregate number of Notes   which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to pur-   chase does not exceed 10% of the aggregate number of the Notes to be purchased on such date,   the other Initial Purchasers shall be obligated, severally, in the proportions that the number of   Notes set forth opposite their respective names on Schedule I bears to the aggregate number of   Notes set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other   proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting   Initial Purchasers, to purchase the Notes which such defaulting Initial Purchaser or Initial Pur-   chasers agreed but failed or refused to purchase on the Closing Date. If any one or more of the   Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Notes   with respect to which such default occurs exceeds 10% of the aggregate number of Notes to be   purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the   Issuer for the purchase of such Notes are not made within 48 hours after such default, this   Agreement shall terminate without liability of any party to any other party except that the provi-   sions of Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termi-   nation. In any such case either the Initial Purchasers or the Issuer shall have the right to post-   pone the Closing Date, as the case may be, but in no event for longer than seven days in order   that the required changes, if any, to the Final Offering Memorandum or any other documents or   arrangements may be effected.    





 







31   As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any   person substituted for a defaulting Initial Purchaser under this Section 17. Any action taken un-   der this Section 17 shall not relieve any defaulting Initial Purchaser from liability in respect of   any default of such Initial Purchaser under this Agreement.   SECTION 18. No Advisory or Fiduciary Responsibility. Each of the Issuer and the   Guarantors acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this   Agreement, including the determination of the offering price of the Notes and any related dis-   counts and commissions, is an arm’s-length commercial transaction between the Issuer and the   Guarantors, on the one hand, and the several Initial Purchasers, on the other hand, and the Issuer   and the Guarantors are capable of evaluating and understanding and understand and accept the   terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection   with each transaction contemplated hereby and the process leading to such transaction each Ini-   tial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the   Issuer, and the Guarantors or their respective affiliates, stockholders, creditors or employees or   any other party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary   responsibility in favor of the Issuer and the Guarantors with respect to any of the transactions   contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchas-   er has advised or is currently advising the Issuer and the Guarantors on other matters) or any oth-   er obligation to the Issuer and the Guarantors except the obligations expressly set forth in this   Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a   broad range of transactions that involve interests that differ from those of the Issuer and the   Guarantors, and the several Initial Purchasers have no obligation to disclose any of such interests   by virtue of any fiduciary or advisory relationship; and (v) the Initial Purchasers have not pro-   vided any legal, accounting, regulatory or tax advice with respect to the offering contemplated   hereby, and the Issuer and the Guarantors have consulted their own legal, accounting, regulatory   and tax advisors to the extent they deemed appropriate.   This Agreement supersedes all prior agreements and understandings (whether written or   oral) between the Issuer, the Guarantors and the several Initial Purchasers, or any of them, with   respect to the subject matter hereof. The Issuer and the Guarantors hereby waive and release, to   the fullest extent permitted by law, any claims that the Issuer and the Guarantors may have   against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary   duty.   SECTION 19. General Provisions. This Agreement constitutes the entire agreement of   the parties to this Agreement and supersedes all prior written or oral and all contemporaneous   oral agreements, understandings and negotiations with respect to the subject matter hereof. This   Agreement may be executed in two or more counterparts, each one of which shall be an original,   with the same effect as if the signatures thereto and hereto were upon the same instrument. De-   livery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile   or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually   executed counterpart thereof. This Agreement may not be amended or modified unless in writ-   ing by all of the parties hereto, and no condition herein (express or implied) may be waived un-   less waived in writing by each party whom the condition is meant to benefit. The section head-   ings herein are for the convenience of the parties only and shall not affect the construction or in-   terpretation of this Agreement.    





 







    





 







    





 







Schedule I-1   SCHEDULE I   Initial Purchasers   Aggregate   Principal Amount   of Securities to be   Purchased   Merrill Lynch, Pierce, Fenner & Smith   Incorporated..............................................................................   $ 105,000,000   RBC Capital Markets, LLC ........................................................................... 75,000,000   SunTrust Robinson Humphrey, Inc. .............................................................. 60,000,000   Macquarie Capital (USA) Inc. ....................................................................... 45,000,000   Jefferies LLC ................................................................................................. 15,000,000   Total: ................................................................................................ $ 300,000,000    





 







Schedule II-1   SCHEDULE II   Guarantors   1. Bryton Acquisition Company, LLC, a Delaware limited liability company   2. GAP Broadcasting Burlington License, LLC, a Delaware limited liability company   3. GAP Broadcasting Burlington, LLC, a Delaware limited liability company   4. GAP Broadcasting Midland-Odessa License, LLC, a Delaware limited liability company   5. GAP Broadcasting Midland-Odessa, LLC, a Delaware limited liability company   6. Lyla Acquisition Company, LLC, a Delaware limited liability company (f/k/a Peak II   Holding LLC)   7. Lyla Intermediate Holding, LLC, a Delaware limited liability company (f/k/a Peak II In-   termediate Holding LLC)   8. Millennium Atlantic City II Holdco, LLC, a Delaware limited liability company   9. Regent Licensee of Chico, Inc., a Delaware corporation   10. Regent Licensee of Erie, Inc., a Delaware corporation   11. Regent Licensee of Flagstaff, Inc., a Delaware corporation   12. Regent Licensee of Kingman, Inc., a Delaware corporation   13. Regent Licensee of Lake Tahoe, Inc., a Delaware corporation   14. Regent Licensee of Lexington, Inc., a Delaware corporation   15. Regent Licensee of Palmdale, Inc., a Delaware corporation   16. Regent Licensee of Redding, Inc., a Delaware corporation   17. Regent Licensee of San Diego, Inc., a Delaware corporation   18. Regent Licensee of South Carolina, Inc., a Delaware corporation   19. Regent Licensee of Watertown, Inc., a Delaware corporation   20. Special Events Management, LLC, a Delaware limited liability company   21. Townsquare Active Events, LLC, a Delaware limited liability company   22. Townsquare Beverage, LLC, a Delaware limited liability company   23. Townsquare Commerce, LLC, a Delaware limited liability company (f/k/a Seize the   Deal, LLC)   24. Townsquare Experimental, LLC, a Delaware limited liability company   25. Townsquare Expos, LLC, a Delaware limited liability company   26. Townsquare Interactive, LLC, a Delaware limited liability company   27. Townsquare Lifestyle Events, LLC, a Delaware limited liability company   28. Townsquare Live Events Colorado, LLC, a Delaware limited liability company   29. Townsquare Live Events International, LLC, a Delaware limited liability company   30. Townsquare Live Events Minnesota, LLC, a Delaware limited liability company   31. Townsquare Live Events Montana, LLC, a Delaware limited liability company   32. Townsquare Live Events Texas, LLC, a Delaware limited liability company   33. Townsquare Live Events, LLC, a Delaware limited liability company   34. Townsquare Live Productions, LLC, a Delaware limited liability company   35. Townsquare Management Company, LLC, a Delaware limited liability company   36. Townsquare Media 2010, Inc., a Delaware corporation   37. Townsquare Media Abilene License, LLC, a Delaware limited liability company   38. Townsquare Media Abilene, LLC, a Delaware limited liability company    





 







Exhibit II-2   39. Townsquare Media Acquisition III, LLC, a Delaware limited liability company   40. Townsquare Media Acquisition IV, LLC, a Delaware limited liability company   41. Townsquare Media Amarillo License, LLC, a Delaware limited liability company   42. Townsquare Media Amarillo, LLC, a Delaware limited liability company   43. Townsquare Media Atlantic City II License, LLC, a Delaware limited liability company   44. Townsquare Media Atlantic City II, LLC, a Delaware limited liability company   45. Townsquare Media Atlantic City III Holdco, LLC, a Delaware limited liability company   46. Townsquare Media Atlantic City III License, LLC, a Delaware limited liability company   47. Townsquare Media Atlantic City III, LLC, a Delaware limited liability company   48. Townsquare Media Atlantic City License, LLC, a Delaware limited liability company   49. Townsquare Media Atlantic City, LLC, a Delaware limited liability company   50. Townsquare Media Augusta Waterville License, LLC, a Delaware limited liability com-   pany   51. Townsquare Media Augusta Waterville, LLC, a Delaware limited liability company   52. Townsquare Media Bangor License, LLC, a Delaware limited liability company   53. Townsquare Media Bangor, LLC, a Delaware limited liability company   54. Townsquare Media Battle Creek License LLC, a Delaware limited liability company   55. Townsquare Media Battle Creek LLC, a Delaware limited liability company   56. Townsquare Media Billings License, LLC, a Delaware limited liability company   57. Townsquare Media Billings, LLC, a Delaware limited liability company   58. Townsquare Media Binghampton License, LLC, a Delaware limited liability company   59. Townsquare Media Binghampton, LLC, a Delaware limited liability company   60. Townsquare Media Bismarck License, LLC, a Delaware limited liability company   61. Townsquare Media Bismarck, LLC, a Delaware limited liability company   62. Townsquare Media Boise License, LLC, a Delaware limited liability company   63. Townsquare Media Boise, LLC, a Delaware limited liability company (f/k/a/ Peak   Broadcasting of Boise, LLC)   64. Townsquare Media Bozeman License, LLC, a Delaware limited liability company   65. Townsquare Media Bozeman, LLC, a Delaware limited liability company   66. Townsquare Media Broadcasting, LLC, a Delaware limited liability company   67. Townsquare Media Casper License, LLC, a Delaware limited liability company   68. Townsquare Media Casper, LLC, a Delaware limited liability company   69. Townsquare Media Cedar Rapids License LLC, a Delaware limited liability company   70. Townsquare Media Cedar Rapids LLC, a Delaware limited liability company   71. Townsquare Media Cheyenne License, LLC, a Delaware limited liability company   72. Townsquare Media Cheyenne, LLC, a Delaware limited liability company   73. Townsquare Media Danbury License LLC, a Delaware limited liability company   74. Townsquare Media Danbury LLC, a Delaware limited liability company   75. Townsquare Media Dubuque License, LLC, a Delaware limited liability company   76. Townsquare Media Dubuque, LLC, a Delaware limited liability company   77. Townsquare Media Duluth License, LLC, a Delaware limited liability company   78. Townsquare Media Duluth, LLC, a Delaware limited liability company   79. Townsquare Media Faribault License LLC, a Delaware limited liability company   80. Townsquare Media Faribault LLC, a Delaware limited liability company   81. Townsquare Media Grand Junction License, LLC, a Delaware limited liability company   82. Townsquare Media Grand Junction, LLC, a Delaware limited liability company    





 







Exhibit II-3   83. Townsquare Media Kalamazoo License LLC, a Delaware limited liability company   84. Townsquare Media Kalamazoo LLC, a Delaware limited liability company   85. Townsquare Media Killeen-Temple License, LLC, a Delaware limited liability company   86. Townsquare Media Lake Charles License, LLC, a Delaware limited liability company   87. Townsquare Media Lake Charles, LLC, a Delaware limited liability company   88. Townsquare Media Lansing License LLC, a Delaware limited liability company   89. Townsquare Media Lansing LLC, a Delaware limited liability company   90. Townsquare Media Laramie License, LLC, a Delaware limited liability company   91. Townsquare Media Laramie, LLC, a Delaware limited liability company   92. Townsquare Media Lawton License, LLC, a Delaware limited liability company   93. Townsquare Media Lawton, LLC, a Delaware limited liability company   94. Townsquare Media Licensee of Albany and Lafayette, Inc., a Delaware corporation   95. Townsquare Media Licensee of Peoria, Inc., a Delaware corporation   96. Townsquare Media Licensee of St. Cloud, Inc., a Delaware corporation   97. Townsquare Media Licensee of Utica/Rome, Inc., a Delaware corporation   98. Townsquare Media Lubbock License, LLC, a Delaware limited liability company   99. Townsquare Media Lubbock, LLC, a Delaware limited liability company   100. Townsquare Media Lufkin License, LLC, a Delaware limited liability company   101. Townsquare Media Lufkin, LLC, a Delaware limited liability company   102. Townsquare Media Missoula License, LLC, a Delaware limited liability company   103. Townsquare Media Missoula, LLC, a Delaware limited liability company   104. Townsquare Media Monmouth-Ocean License, LLC, a Delaware limited liability com-   pany   105. Townsquare Media Monmouth-Ocean, LLC, a Delaware limited liability company   106. Townsquare Media New Bedford License, LLC, a Delaware limited liability company   107. Townsquare Media New Bedford, LLC, a Delaware limited liability company   108. Townsquare Media Odessa-Midland II License, LLC, a Delaware limited liability com-   pany   109. Townsquare Media Odessa-Midland II, LLC, a Delaware limited liability company   110. Townsquare Media Odessa-Midland License, LLC, a Delaware limited liability compa-   ny   111. Townsquare Media Odessa-Midland, LLC, a Delaware limited liability company   112. Townsquare Media of Albany and Lafayette, Inc., a Delaware corporation   113. Townsquare Media of Albany, Inc., a Delaware corporation   114. Townsquare Media of Buffalo, Inc., a Delaware corporation   115. Townsquare Media of El Paso, Inc., a Delaware corporation   116. Townsquare Media of Evansville/Owensboro, Inc., a Delaware corporation   117. Townsquare Media of Flint, Inc., a Delaware corporation   118. Townsquare Media of Ft. Collins and Grand Rapids, LLC, a California limited liability   company   119. Townsquare Media of Ft. Collins, Inc., a Delaware corporation   120. Townsquare Media of Grand Rapids, Inc., a Delaware corporation   121. Townsquare Media of Killeen-Temple, Inc., a Delaware corporation (f/k/a Townsquare   Media of Bloomington, Inc.)   122. Townsquare Media of Lafayette, LLC, a Delaware limited liability company   123. Townsquare Media of Midwest, LLC, a Delaware limited liability company    





 







Exhibit II-4   124. Townsquare Media of Presque Isle, Inc., a Delaware corporation (f/k/a Townsquare Me-   dia of Peoria, Inc.)   125. Townsquare Media of St. Cloud, Inc., a Delaware corporation   126. Townsquare Media of Utica/Rome, Inc., a Delaware corporation   127. Townsquare Media Oneonta License, LLC, a Delaware limited liability company   128. Townsquare Media Oneonta, LLC, a Delaware limited liability company   129. Townsquare Media Pocatello License, LLC, a Delaware limited liability company   130. Townsquare Media Pocatello, LLC, a Delaware limited liability company   131. Townsquare Media Portland License LLC, a Delaware limited liability company   132. Townsquare Media Portland LLC, a Delaware limited liability company   133. Townsquare Media Portsmouth License LLC, a Delaware limited liability company   134. Townsquare Media Portsmouth LLC, a Delaware limited liability company   135. Townsquare Media Poughkeepsie License, LLC, a Delaware limited liability company   136. Townsquare Media Poughkeepsie, LLC, a Delaware limited liability company (f/k/a   Peak Broadcasting of Fresno, LLC)   137. Townsquare Media Presque Isle License, LLC, a Delaware limited liability company   138. Townsquare Media Quad Cities License LLC, a Delaware limited liability company   139. Townsquare Media Quad Cities LLC, a Delaware limited liability company   140. Townsquare Media Quincy-Hannibal License, LLC, a Delaware limited liability compa-   ny   141. Townsquare Media Quincy-Hannibal, LLC, a Delaware limited liability company   142. Townsquare Media Rochester License LLC, a Delaware limited liability company   143. Townsquare Media Rochester LLC, a Delaware limited liability company   144. Townsquare Media Rockford License LLC, a Delaware limited liability company   145. Townsquare Media Rockford LLC, a Delaware limited liability company   146. Townsquare Media San Angelo License, LLC, a Delaware limited liability company   147. Townsquare Media San Angelo, LLC, a Delaware limited liability company   148. Townsquare Media Sedalia License, LLC, a Delaware limited liability company   149. Townsquare Media Sedalia, LLC, a Delaware limited liability company   150. Townsquare Media Shelby License, LLC, a Delaware limited liability company   151. Townsquare Media Shelby, LLC, a Delaware limited liability company   152. Townsquare Media Shreveport License, LLC, a Delaware limited liability company   153. Townsquare Media Shreveport, LLC, a Delaware limited liability company   154. Townsquare Media Sioux Falls License, LLC, a Delaware limited liability company   155. Townsquare Media Sioux Falls, LLC, a Delaware limited liability company   156. Townsquare Media Texarkana License, LLC, a Delaware limited liability company   157. Townsquare Media Texarkana, LLC, a Delaware limited liability company   158. Townsquare Media Trenton License, LLC, a Delaware limited liability company   159. Townsquare Media Trenton, LLC, a Delaware limited liability company   160. Townsquare Media Tri-Cities License, LLC, a Delaware limited liability company   161. Townsquare Media Tri-Cities, LLC, a Delaware limited liability company   162. Townsquare Media Tuscaloosa License, LLC, a Delaware limited liability company   163. Townsquare Media Tuscaloosa, LLC, a Delaware limited liability company   164. Townsquare Media Twin Falls License, LLC, a Delaware limited liability company   165. Townsquare Media Twin Falls, LLC, a Delaware limited liability company   166. Townsquare Media Tyler License, LLC, a Delaware limited liability company    





 







Exhibit II-5   167. Townsquare Media Tyler, LLC, a Delaware limited liability company   168. Townsquare Media Victoria License, LLC, a Delaware limited liability company   169. Townsquare Media Victoria, LLC, a Delaware limited liability company   170. Townsquare Media Waterloo License LLC, a Delaware limited liability company   171. Townsquare Media Waterloo LLC, a Delaware limited liability company   172. Townsquare Media West Central Holdings, LLC, a Delaware limited liability company   173. Townsquare Media West Central Intermediate Holdings, LLC, a Delaware limited liabil-   ity company   174. Townsquare Media West Central Radio Broadcasting, LLC, a Delaware limited liability   company   175. Townsquare Media Wichita Falls License, LLC, a Delaware limited liability company   176. Townsquare Media Wichita Falls, LLC, a Delaware limited liability company   177. Townsquare Media Yakima License, LLC, a Delaware limited liability company   178. Townsquare Media Yakima, LLC, a Delaware limited liability company   179. Townsquare MMN, LLC, a Delaware limited liability company   180. Townsquare New Jersey Holdco, LLC, a Delaware limited liability company   181. Townsquare Next, LLC, a Delaware limited liability company   182. Townsquare Radio Holdings, LLC, a Delaware limited liability company   183. Townsquare Radio, Inc., a Delaware corporation   184. Townsquare Radio, LLC, a Delaware limited liability company   185. Zader Acquisition Company LLC, a Delaware limited liability company    





 







Annex I-1   ANNEX I   Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that:   Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the   Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a   distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at   any time and (ii) otherwise until 40 days after the later of the commencement of the offering of   the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S   or another exemption from the registration requirements of the Securities Act. Such Initial Pur-   chaser agrees that, during such 40-day restricted period, it will not cause any advertisement with   respect to the Securities (including any “tombstone” advertisement) to be published in any news-   paper or periodical or posted in any public place and will not issue any circular relating to the   Securities, except such advertisements as are permitted by and include the statements required by   Regulation S.   Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it   to any distributor, dealer or person receiving a selling concession, fee or other remuneration dur-   ing the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such dis-   tributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation   or notice to substantially the following effect:   “The Securities covered hereby have not been registered under the U.S. Securities   Act of 1933, as amended (the “Securities Act”), and may not be offered and sold   within the United States or to, or for the account or benefit of, U.S. persons (i) as   part of your distribution at any time or (ii) otherwise until 40 days after the later   of the date the Securities were first offered to persons other than distributors in re-   liance upon Regulation S and the Closing Date, except in either case in accord-   ance with Regulation S under the Securities Act (or in accordance with   Rule 144A under the Securities Act or to accredited investors in transactions that   are exempt from the registration requirements of the Securities Act), and in con-   nection with any subsequent sale by you of the Securities covered hereby in reli-   ance on Regulation S under the Securities Act during the period referred to above   to any distributor, dealer or person receiving a selling concession, fee or other re-   muneration, you must deliver a notice to substantially the foregoing effect. Terms   used above have the meanings assigned to them in Regulation S under the Securi-   ties Act.”   Such Initial Purchaser agrees that the Securities offered and sold in reliance on   Regulation S will be represented upon issuance by a global security that may not be ex-   changed for definitive securities until the expiration of the 40-day restricted period re-   ferred to in Rule 903 of Regulation S and only upon certification of beneficial ownership   of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in   transactions that were exempt from the registration requirements of the Securities Act.