Exhibit 10.1





Exhibit 10.1




EXECUTION  VERSION




$180,000,000




CREDIT  AGREEMENT




Dated as of  October 21, 2011




among




WESTWOOD ONE,  INC., AS BORROWER




THE LENDERS  AND L/C ISSUERS PARTY HERETO




and




GENERAL  ELECTRIC CAPITAL CORPORATION,




AS  ADMINISTRATIVE AGENT AND COLLATERAL AGENT




and




ING CAPITAL  LLC,




AS SYNDICATION  AGENT




•
• •




GE CAPITAL  MARKETS, INC.




and




ING CAPITAL  LLC,


AS JOINT LEAD  ARRANGERS AND JOINT BOOKRUNNERS





 


 









 







TABLE OF  CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	ARTICLE 1 DEFINITIONS,  INTERPRETATION AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1  Defined Terms
	 	 	1	 
	Section 1.2 UCC  Terms
	 	 	39	 
	Section 1.3  Accounting Terms and Principles
	 	 	39	 
	Section 1.4  Payments
	 	 	40	 
	Section 1.5  Interpretation
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 2 THE  FACILITIES
	 	 	41	 
	 
	 	 	 	 
	Section 2.1 The  Commitments
	 	 	41	 
	Section 2.2  Borrowing Procedures
	 	 	42	 
	Section 2.3 Swing  Loans
	 	 	45	 
	Section 2.4  Letters of Credit
	 	 	47	 
	Section 2.5  Reduction and Termination of the Commitments
	 	 	50	 
	Section 2.6  Repayment of Loans
	 	 	50	 
	Section 2.7  Optional Prepayments
	 	 	51	 
	Section 2.8  Mandatory Prepayments
	 	 	51	 
	Section 2.9  Interest
	 	 	52	 
	Section 2.10  Conversion and Continuation Options
	 	 	53	 
	Section 2.11  Fees
	 	 	53	 
	Section 2.12  Application of Payments
	 	 	54	 
	Section 2.13  Payments and Computations
	 	 	56	 
	Section 2.14  Evidence of Debt
	 	 	57	 
	Section 2.15  Suspension of Eurodollar Rate Option
	 	 	58	 
	Section 2.16  Breakage Costs; Increased Costs; Capital Requirements
	 	 	59	 
	Section 2.17  Taxes
	 	 	61	 
	Section 2.18  Substitution of Lenders
	 	 	64	 
	Section 2.19  Incremental Term Loans and Commitments
	 	 	65	 
	Section 2.20  Extension of Loans and Commitments
	 	 	68	 
	Section 2.21 Loan  Repurchases
	 	 	71	 
	Section 2.22  Refinancing Amendment
	 	 	73	 
	 
	 	 	 	 
	ARTICLE 3 CONDITIONS  TO LOANS AND LETTERS OF CREDIT
	 	 	74	 
	 
	 	 	 	 
	Section 3.1  Conditions Precedent to Initial Loans and Letters of Credit
	 	 	74	 
	Section 3.2  Conditions Precedent to Each Loan Made and Letter of Credit Issued After the
Closing Date
	 	 	78	 
	Section 3.3  Determinations of Initial Borrowing Conditions
	 	 	78	 
	 
	 	 	 	 
	ARTICLE 4  REPRESENTATIONS AND WARRANTIES
	 	 	79	 
	 
	 	 	 	 
	Section 4.1  Corporate Existence; Compliance with Law
	 	 	79	 
	Section 4.2 Loan  and Related Documents
	 	 	79	 
	Section 4.3  Ownership of Group Members
	 	 	80	 
	Section 4.4  Financial Statements
	 	 	80	 
	Section 4.5  Material Adverse Effect
	 	 	81	 
	Section 4.6  Solvency
	 	 	81	 






CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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TABLE OF  CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 4.7  Litigation
	 	 	82	 
	Section 4.8  Taxes
	 	 	82	 
	Section 4.9 Use  of Proceeds; Margin Regulations
	 	 	82	 
	Section 4.10 No  Burdensome Obligations; No Defaults
	 	 	82	 
	Section 4.11  Investment Company Act, Etc.
	 	 	82	 
	Section 4.12  Labor Matters
	 	 	83	 
	Section 4.13  ERISA
	 	 	83	 
	Section 4.14  Environmental Matters
	 	 	83	 
	Section 4.15  Intellectual Property
	 	 	84	 
	Section 4.16  Title; Real Property
	 	 	84	 
	Section 4.17 Full  Disclosure
	 	 	84	 
	Section 4.18  Patriot Act
	 	 	85	 
	Section 4.19  Mortgages
	 	 	85	 
	Section 4.20  Insurance
	 	 	85	 
	Section 4.21  Collateral Documents
	 	 	85	 
	Section 4.22  Compliance with OFAC Rules and Regulations
	 	 	85	 
	 
	 	 	 	 
	ARTICLE 5 FINANCIAL  COVENANTS
	 	 	85	 
	 
	 	 	 	 
	Section 5.1  Maximum Consolidated Leverage Ratio
	 	 	86	 
	Section 5.2  Minimum Consolidated Interest Coverage Ratio
	 	 	86	 
	Section 5.3  Capital Expenditures
	 	 	87	 
	 
	 	 	 	 
	ARTICLE 6 REPORTING  COVENANTS
	 	 	87	 
	 
	 	 	 	 
	Section 6.1  Financial Statements
	 	 	88	 
	Section 6.2 Other  Events
	 	 	90	 
	Section 6.3  Copies of Notices and Reports
	 	 	90	 
	Section 6.4  Taxes
	 	 	91	 
	Section 6.5 Labor  Matters
	 	 	91	 
	Section 6.6 ERISA  Matters
	 	 	91	 
	Section 6.7  Environmental Matters
	 	 	91	 
	Section 6.8 Other  Information
	 	 	91	 
	 
	 	 	 	 
	ARTICLE 7 AFFIRMATIVE  COVENANTS
	 	 	92	 
	 
	 	 	 	 
	Section 7.1  Maintenance of Corporate Existence
	 	 	92	 
	Section 7.2  Compliance with Laws, Etc.
	 	 	92	 
	Section 7.3  Payment of Obligations
	 	 	92	 
	Section 7.4  Maintenance of Property
	 	 	92	 
	Section 7.5  Maintenance of Insurance
	 	 	92	 
	Section 7.6  Keeping of Books
	 	 	93	 
	Section 7.7  Access to Books and Property
	 	 	93	 
	Section 7.8  Environmental
	 	 	93	 
	Section 7.9 Use  of Proceeds
	 	 	94	 
	Section 7.10  Additional Collateral and Guaranties
	 	 	94	 
	Section 7.11  Deposit Accounts; Securities Accounts and Cash Collateral Accounts
	 	 	95	 
	Section 7.12  Interest Rate Contracts
	 	 	96	 






CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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TABLE OF  CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 7.13  Landlord and Mortgagee Agreements
	 	 	96	 
	Section 7.14  Credit Rating
	 	 	96	 
	Section 7.15 Post  Closing
	 	 	96	 
	 
	 	 	 	 
	ARTICLE 8 NEGATIVE  COVENANTS
	 	 	97	 
	 
	 	 	 	 
	Section 8.1  Indebtedness
	 	 	97	 
	Section 8.2  Liens
	 	 	99	 
	Section 8.3  Investments
	 	 	100	 
	Section 8.4 Asset  Sales
	 	 	101	 
	Section 8.5  Restricted Payments
	 	 	103	 
	Section 8.6  Prepayment of Indebtedness
	 	 	104	 
	Section 8.7  Fundamental Changes
	 	 	104	 
	Section 8.8  Change in Nature of Business
	 	 	105	 
	Section 8.9  Transactions with Affiliates
	 	 	105	 
	Section 8.10  Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted
Payments
	 	 	105	 
	Section 8.11  Modification of Certain Documents
	 	 	106	 
	Section 8.12  Accounting Changes; Fiscal Year
	 	 	106	 
	Section 8.13  Margin Regulations
	 	 	106	 
	Section 8.14  Compliance with ERISA
	 	 	106	 
	Section 8.15  Hazardous Materials
	 	 	106	 
	 
	 	 	 	 
	ARTICLE 9 EVENTS OF  DEFAULT
	 	 	107	 
	 
	 	 	 	 
	Section 9.1  Definition
	 	 	107	 
	Section 9.2  Remedies
	 	 	109	 
	Section 9.3  Actions in Respect of Letters of Credit
	 	 	109	 
	Section 9.4  Governmental Approvals
	 	 	109	 
	Section 9.5  Borrower’s Right to Cure
	 	 	110	 
	 
	 	 	 	 
	ARTICLE 10 THE  ADMINISTRATIVE AGENT
	 	 	110	 
	 
	 	 	 	 
	Section 10.1  Appointment and Duties
	 	 	110	 
	Section 10.2  Binding Effect
	 	 	111	 
	Section 10.3 Use  of Discretion
	 	 	111	 
	Section 10.4  Delegation of Rights and Duties
	 	 	112	 
	Section 10.5  Reliance and Liability
	 	 	112	 
	Section 10.6  Agents Individually
	 	 	113	 
	Section 10.7  Lender Credit Decision
	 	 	113	 
	Section 10.8  Expenses; Indemnities
	 	 	114	 
	Section 10.9  Resignation of Administrative Agent or L/C Issuer
	 	 	115	 
	Section 10.10  Release of Collateral or Guarantors
	 	 	115	 
	Section 10.11  Additional Secured Parties
	 	 	116	 
	Section 10.12  Syndication Agent
	 	 	117	 






CREDIT  AGREEMENT
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(Continued)




	 	 	 	 	 
	 	 	Page	 
	 
	ARTICLE 11  MISCELLANEOUS
	 	 	117	 
	 
	 	 	 	 
	Section 11.1  Amendments, Waivers, Etc.
	 	 	117	 
	Section 11.2  Assignments and Participations; Binding Effect
	 	 	119	 
	Section 11.3  Costs and Expenses
	 	 	123	 
	Section 11.4  Indemnities
	 	 	123	 
	Section 11.5  Survival
	 	 	124	 
	Section 11.6  Limitation of Liability for Certain Damages
	 	 	124	 
	Section 11.7  Lender-Creditor Relationship
	 	 	125	 
	Section 11.8  Right of Setoff
	 	 	125	 
	Section 11.9  Sharing of Payments, Etc.
	 	 	125	 
	Section 11.10  Marshaling; Payments Set Aside
	 	 	126	 
	Section 11.11  Notices
	 	 	126	 
	Section 11.12  Electronic Transmissions
	 	 	127	 
	Section 11.13  Governing Law
	 	 	128	 
	Section 11.14  Jurisdiction
	 	 	128	 
	Section 11.15  Waiver of Jury Trial
	 	 	129	 
	Section 11.16  Severability
	 	 	129	 
	Section 11.17  Execution in Counterparts
	 	 	129	 
	Section 11.18  Entire Agreement
	 	 	129	 
	Section 11.19 Use  of Name
	 	 	129	 
	Section 11.20  Non-Public Information; Confidentiality
	 	 	130	 
	Section 11.21  Actions in Concert
	 	 	131	 
	Section 11.22  Patriot Act Notice
	 	 	131	 
	Section 11.23  Affiliated Lenders
	 	 	131	 







CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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This Credit Agreement, dated as of October 21, 2011, is entered into  among WESTWOOD
ONE, INC., a Delaware corporation (the “Borrower”), the  Lenders (as defined below), the L/C
Issuer (as defined below) GENERAL ELECTRIC CAPITAL CORPORATION (“GE  Capital”), as
administrative agent and collateral agent for the Lenders and the L/C Issuers  (in such capacity,
and together with its successors and permitted assigns, the  “Administrative Agent”) and ING
CAPITAL LLC, as syndication agent (the “Syndication Agent”).




The parties hereto agree as follows:



ARTICLE 1

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS




Section 1.1 Defined Terms. As used in this Agreement, the  following terms have the
following meanings:



“Acquisition” means the merger of Verge with and into  Merger Sub pursuant to the terms
of the Acquisition Agreement.



“Acquisition Agreement” means the Agreement and Plan of  Merger, dated as of July 30,
2011, among the Borrower, Merger Sub and Verge (together with all exhibits and  schedules thereto).




“Additional Lender” has the meaning specified in  Section 2.19(a).



“Additional Revolving Credit Commitment Amount” shall  mean, at any time, the lesser of
(a) the excess, if any, of the Incremental Base Amount at such time over  the sum of (x) the
aggregate amount of all Incremental Term Loan Commitments established prior to  such time pursuant
to Section 2.19 plus (y) the aggregate amount of all  additional Revolving Credit
Commitments established prior to such time pursuant to Section 2.19  plus (z) the
excess of the principal amount of Indebtedness of the Borrower owing under the  Second Lien Loan
Documents over $85,000,000 and (b) the Additional Revolving Credit  Commitment Base Amount.



“Additional Revolving Credit Commitment Base Amount” shall  mean, at any time, (a)
$10,000,000 plus (b) the lesser of (i) the aggregate amount of  all additional Revolving
Credit Commitments of Debt Fund Affiliates and Non-Debt Fund Affiliates  established on or prior to
such time pursuant to Section 2.19 and (b) $7,500,000.



“Additional Revolving Credit Commitment Assumption  Agreement” shall mean an Additional
Revolving Credit Commitment Assumption Agreement among, and in form and  substance reasonably
satisfactory to, the Borrower, the Administrative Agent and one or more Lenders  providing
additional Revolving Credit Commitments pursuant to Section 2.19.



“Additional Second Lien Amount” shall mean, at any time,  the excess, if any, of
$15,000,000 over the sum of (a) the aggregate amount of all Incremental  Term Loan Commitments
established prior to such time pursuant to Section 2.19 plus  (b) the aggregate
amount of all additional Revolving Credit Commitments established prior to such  time pursuant to
Section 2.19.




“Administrative Agent” has the meaning specified in the  preamble hereto.




“Affected Lender” has the meaning specified in  Section 2.18.


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


 









 





“Affiliate” means, with respect to any Person, each  officer, director, general partner
or joint-venturer of such Person and any other Person that directly or  indirectly controls, is
controlled by, or is under common control with, such Person; provided,  however,
that no Secured Party shall be an Affiliate of the Borrower, any Loan Party or  any Subsidiary of a
Loan Party solely by reason of the provisions of the Loan Documents. For the  purpose of this
definition, “control” means the possession of either (a) the  power to vote, or the beneficial
ownership of, 10% or more of the Voting Stock of such Person or (b) the  power to direct or cause
the direction of the management and policies of such Person, whether by  contract or otherwise.



“Affiliated Lender” means any Debt Fund Affiliate,  Non-Debt Fund Affiliate or
Purchasing Borrower Party.



“Affiliated Lender Assignment” has the meaning specified  in Section
11.2(g)(i)(B).



“Affiliated Lender Condition” shall mean, at any time,  that (a) the aggregate
outstanding principal amount of the Term Loans owing to Purchasing Borrower  Parties (after giving
effect to the automatic cancellation of Loans purchased by such Purchasing  Borrower Parties) and
Non-Debt Fund Affiliates at such time does not exceed 20% of the aggregate  outstanding principal
amount of the Term Loans at such time and (b) the sum of (i) the  aggregate outstanding principal
amount of the Term Loans owing to Purchasing Borrower Parties and Non-Debt Fund  Affiliates at such
time plus (ii) the aggregate Revolving Credit Commitments of Debt  Fund Affiliates then in
effect does not exceed 17.2% of the sum of (i) the aggregate outstanding  principal amount of the
Term Loans at such time and (ii) the aggregate Revolving Credit  Commitments of all Revolving Credit
Lenders then in effect.




“Agreement” means this Credit Agreement.



“All-In-Yield” means the amount equal to the sum of  (x) the amount of the Applicable
Margin for Eurodollar Rate Loans on the Term Loans or Other Term Loans that are  being considered,
as applicable, (y) the stated percentage that the Eurodollar Base Rate  cannot be lower than for
Term Loans or the Other Term Loans being considered, as applicable, and  (z) the sum of any discount
(“OID”) or upfront fees (“Upfront Fees”) paid  directly or indirectly from the
Borrower or any Subsidiary in respect of the Term Loans or Other Term Loans  being considered, as
applicable (but excluding any arrangement, structuring and underwriting fees  paid or payable to the
Lead Arrangers or their respective Affiliates or the lead arranger of the Term  Loans or Other Term
Loans being considered, as applicable), with the amount of clause  (z) being calculated by dividing
the amount of such OID or Upfront Fees by the lesser of (A) the Weighted  Average Life to Maturity
of such Term Loans or Other Term Loans, as applicable, being considered and  (B) four.



“Anti-Terrorism Laws” means any Requirement of Law related  to terrorism financing or
money laundering including the Patriot Act, The Currency and Foreign  Transactions Reporting Act
(also known as the “Bank Secrecy Act”, 31 U.S.C. §§  5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and
1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as  amended) and Executive Order
13224 (effective September 24, 2001).


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


2









 





“Applicable Margin” means, with respect to Revolving  Loans, Swing Loans, Term Loans
and the Unused Commitment Fee, a per annum rate equal to the percentage set  forth in the applicable
column in the table set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Base Rate Loans	 	 	 	 	Eurodollar Rate Loans	 	 	 	 
	Revolving Loans	 	Term	 	 	Revolving	 	 	Term	 	 	Unused	 
	and Swing  Loans	 	Loans	 	 	Loans	 	 	Loans	 	 	Commitment Fee	 
	5.50%
	 	 	5.50	%	 	 	6.50	%	 	 	6.50	%	 	 	0.50	%






“Approved Fund” means, with respect to any Lender, any  Person (other than a natural
Person) that (a) is or will be engaged in making, purchasing, holding or  otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its  business and (b) is
advised or managed by (i) such Lender, (ii) any Affiliate of such  Lender or (iii) any Person (other
than a natural person) or any Affiliate of any Person (other than a natural  person) that
administers or manages such Lender.



“Assignment” means an assignment agreement entered into by  a Lender, as assignor, and
any Person, as assignee, pursuant to the terms and provisions of  Section 11.2 (with the
consent of any party whose consent is required by Section 11.2), in  substantially the form
of Exhibit A, or any other form approved by the Administrative  Agent.




“Auction Manager” has the meaning specified in  Section 2.21(a).



“Auction Procedures” means the auction procedures with  respect to Purchase Offers set
forth in Exhibit I hereto.



“Available Amount” means, at any time (the  “Available Amount Reference Date”),
the sum of (a) the Net Cash Proceeds received by Borrower from the sale of  Borrower’s Stock or
Stock Equivalents (excluding pursuant to any Specified Equity Contribution)  plus (b) the
Available Amount Additional Amount as of such Available Amount Reference Date  minus (c) the
sum of (i) any Investments made pursuant to Section 8.3(o) during the  period commencing on the
Closing Date and ending on the Available Amount Reference Date and  (ii) any Restricted Payment made
pursuant to Section 8.5(e) during the period commencing on the  Closing Date and ending on
the Available Amount Reference Date.



“Available Amount Additional Amount” as of any Available  Amount Reference Date means
the sum of any Available Amount Excess Cash Flow Increment Adjustments  occurring on or prior to
such Available Amount Reference Date.



“Available Amount Excess Cash Flow Increment Adjustment”  means, for each Fiscal Year,
as of the date of payment of any mandatory prepayment with respect to any  Fiscal Year pursuant to
Section 2.8 hereof, an amount (which shall not be less than zero for such  Fiscal Year) equal to (a)
50% multiplied by (b) 25% of the Excess Cash Flow for such Fiscal Year.



“Available Amount Reference Date” has the meaning set  forth in the definition of
“Available Amount.”



“Banking Services” means each and any of the following  bank services provided to any
Loan Party by any Lender or any of its Affiliates: (a) credit cards for  commercial customers
(including, without limitation, commercial credit cards and purchasing cards),  (b) stored value
cards and (c) treasury management services (including, without limitation,  controlled disbursement,
automated clearinghouse transactions, return items, overdrafts and interstate  depository network
services).


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


3









 





“Banking Services Agreement” means any agreement entered  into by any Loan Party in
connection with Banking Services.



“Bankruptcy Code” means the Federal Bankruptcy Reform Act  of 1978 (11 U.S.C. §101, et
seq.) and the regulations issued thereunder.



“Base Rate” means, for any day, a rate per annum equal to  the highest of (a) the rate
last quoted by The Wall Street Journal as the “Prime Rate” in  the United States or, if The Wall
Street Journal ceases to quote such rate, the highest per annum interest  rate published by the
Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)  (Selected Interest Rates)
as the “bank prime loan” rate or, if such rate is no longer quoted  therein, any similar rate quoted
therein (as determined by the Administrative Agent) or any similar release by  the Federal Reserve
Board (as determined by the Administrative Agent), (b) the sum of 0.5% per  annum and the Federal
Funds Rate, and (c) the sum of the Eurodollar Rate calculated for each  such day based on an
Interest Period of one month determined at 11:00 a.m. London, England time  on such day and 1.0% per
annum. Any change in the Base Rate due to a change in any of the foregoing  shall be effective on
the effective date of such change in the “Prime Rate”, “bank  prime loan” rate, the Federal Funds
Rate or the Eurodollar Rate for an Interest Period of one month.




“Base Rate Loan” means any Loan that bears interest based  on the Base Rate.



“Benefit Plan” means any employee benefit plan as defined  in Section 3(3) of ERISA
(whether governed by the laws of the United States or otherwise, but not  including any plan
established, administered or required by any Governmental Authority) to which  any Group Member
incurs or otherwise has any obligation or liability, contingent or otherwise.




“Borrower” has the meaning specified in the preamble  hereto.



“Borrowing” means a borrowing consisting of Loans (other  than Swing Loans and Loans
deemed made pursuant to Section 2.3 or 2.4) made in one  Facility on the same day by
the Lenders according to their respective Commitments under such Facility.



“Business” means the radio programming and services and  advertising air time sales
business of the Loan Parties. 



“Business Day” means any day that is not a Saturday,  Sunday or a day on which banks
are required or authorized to close in New York City and, when determined in  connection with
notices and determinations in respect of any Eurodollar Rate or Eurodollar Rate  Loan or any
funding, conversion, continuation, Interest Period or payment of any Eurodollar  Rate Loan, that is
also a day on which dealings in Dollar deposits are carried on in the London  interbank market.



“Capital Expenditures” means, for any Person for any  period, the aggregate of all cash
expenditures, whether or not made through the incurrence of Indebtedness, by  such Person and its
Subsidiaries during such period for the acquisition, leasing (pursuant to a  Capital Lease),
construction, replacement, repair, substitution or improvement of fixed or  capital assets or
additions to equipment, in each case required to be capitalized under GAAP on a  Consolidated
statement of cash flows of such Person, excluding (a) interest capitalized  during construction, (b)
any expenditure to the extent, for purpose of the definition of Permitted  Acquisition, such
expenditure is part of the aggregate amounts payable in connection with, or  other consideration
for, any Permitted Acquisition consummated during or prior to such period,  (c) proceeds from Sales
of property or a Property Loss Event applied toward the purchase of any  property or expenditures
made in accordance with Section 2.8(c) and (d) Net Cash  Proceeds of any sale or issuance of
Stock of the Borrower or Net Cash Proceeds of equity contributions in respect  of the Stock of the
Borrower, in each case after the Closing Date, used to fund such expenditure  during such period.


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


4









 





“Capital Lease” means, with respect to any Person, any  lease of, or other arrangement
conveying the right to use, any property (whether real, personal or mixed) by  such Person as lessee
that has been or is required to be accounted for as a capital lease on a  balance sheet of such
Person prepared in accordance with GAAP.



“Capitalized Lease Obligations” means, at any time, with  respect to any Capital Lease,
any lease entered into as part of any Sale and Leaseback Transaction of any  Person or any Synthetic
Lease, the amount of all obligations of such Person that is (or that would be  required to be, if
such Synthetic Lease or other lease were accounted for as a Capital Lease)  capitalized on a balance
sheet of such Person prepared in accordance with GAAP.



“Cash Collateral Account” means a deposit account or  securities account in the name of
the Borrower and under the sole control (as defined in the applicable UCC) of  the Administrative
Agent and (a) in the case of a deposit account, from which the Borrower  may not make withdrawals
except as permitted by the Administrative Agent and (b) in the case of a  securities account, with
respect to which the Administrative Agent shall be the entitlement holder and  the only Person
authorized to give entitlement orders with respect thereto.



“Cash Equivalents” means (a) any readily-marketable  securities (i) issued by, or
directly, unconditionally and fully guaranteed or insured by the United States  federal government
or (ii) issued by any agency of the United States federal government the  obligations of which are
fully backed by the full faith and credit of the United States federal  government, (b) any
readily-marketable direct obligations issued by any other agency of the United  States federal
government, any state of the United States or any political subdivision of any  such state or any
public instrumentality thereof, in each case having a rating of at least  “A 1” from S&P or
at least “P-1” from Moody’s, (c) any commercial  paper rated at least “A 1” by S&P
or “P-1” by Moody’s and issued by any Person organized  under the laws of any state of the
United States, (d) any Dollar-denominated time deposit, insured  certificate of deposit, overnight
bank deposit or bankers’ acceptance issued or accepted by (i) any  Lender or Second Lien Lender or
(ii) any commercial bank that is (A) organized under the laws of the  United States, any state
thereof or the District of Columbia, (B) “adequately capitalized” (as  defined in the regulations of
its primary federal banking regulators) and (C) has Tier 1 capital (as  defined in such regulations)
in excess of $250,000,000, (e) shares of any United States money market  fund that (i) has
substantially all of its assets invested continuously in the types of  investments referred to in
clause (a), (b), (c) or (d) above with maturities  as set forth in
the proviso below, (ii) has net assets in excess of $500,000,000 and  (iii) has obtained from either
S&P or Moody’s the highest rating obtainable for money market funds  in the United States;
provided, however, that the maturities of all obligations  specified in any of
clauses (a), (b), (c) and (d) above shall not  exceed 365 days and
(f) all other cash equivalents from time to time approved by the  Administrative Agent.



“CERCLA” means the United States Comprehensive  Environmental Response, Compensation,
and Liability Act (42 U.S.C. §§ 9601 et seq.).


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“Change of Control” means the occurrence of any of the  following: (a) the Permitted
Investors shall cease to own and control legally and beneficially all of the  economic and voting
rights associated with ownership of at least a majority of the outstanding  Voting Stock of each
class of Voting Stock of the Borrower, (b) Continuing Directors shall not  constitute at least a
majority of the board of directors of the Borrower or (c) a “Change  of Control” or any term of
similar effect, as defined in the Second Lien Credit Agreement shall occur.



“Closing Date” means the first date on which any Loan is  made or any Letter of Credit
is Issued.




“Code” means the U.S. Internal Revenue Code of 1986.



“Collateral” means all property and interests in property  and proceeds thereof now
owned or hereafter acquired by any Loan Party in or upon which a Lien is  granted or purported to be
granted pursuant to any Loan Document other than Excluded Assets.



“Commitment” means, with respect to any Lender, such  Lender’s Revolving Credit
Commitment, Extended Revolving Credit Commitment, Other Refinancing Revolving  Credit Commitment,
Term Loan Commitment, Extended Term Loan Commitment, Other Refinancing Term  Loan Commitment and
Incremental Term Loan Commitment.



“Commitment Letter” means the letter agreement, dated as  of July 30, 2011, addressed
to Verge from GE Capital, GECM and ING and accepted by Verge.



“Communications Laws” means the Communications Act of  1934, as amended from time to
time, and the rules, orders, regulations and other applicable requirements of  the FCC.



“Compliance Certificate” means a certificate substantially  in the form of Exhibit
G.



“Consolidated” means, with respect to any Person, the  accounts of such Person and its
Subsidiaries consolidated in accordance with GAAP.



“Consolidated Cash Interest Expense” means, with respect  to any Person, without
duplication, for any period, the Consolidated Interest Expense of such Person  for such period
less the sum of, in each case to the extent included in the definition  of Consolidated
Interest Expense, (a) the amortized amount of debt discounts or premiums,  financing fees and other
debt issuance costs, including such fees paid in connection with this  Agreement, the other Loan
Documents and the Loans and Issuance of Letters of Credit hereunder on the  Closing Date, the Second
Lien Loan Documents and the other Related Documents and the payment of all  fees, costs and expenses
associated with the foregoing, any amendment, consent or waiver to the Loan  Documents, any
Indebtedness permitted under Section 8.1, or any amendment to the  documentation evidencing
such Indebtedness, in each case, to the extent capitalized and amortized in  accordance with GAAP,
(b) charges relating to write-ups or write-downs in the book or carrying  value of existing
Consolidated Total Debt, (c) interest payable in evidences of Indebtedness  or by addition to the
principal of the related Indebtedness (including “pay-in-kind”),  (d) other non-cash interest,
including (i) as a result of the effects of purchase accounting and  (ii) non-cash interest expense
attributable to the movement of mark-to-mark valuation of obligations under  Hedging Agreements or
other derivative instruments pursuant to Accounting Standards Codification  815-10 and (e) initial
fees, any periodic fee payments and cash costs associated with breakage in  respect of Interest Rate
Contracts permitted under this Agreement (but not recurring payments  thereunder). Notwithstanding
the foregoing for any interest expense that represents an accrual for cash  payments in any future
period, such interest expense shall be included as Consolidated Cash Interest  Expense for such
period when paid.


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“Consolidated Closing Leverage Ratio” means, with respect  to any Person as of the
Closing Date, the ratio of (a) Indebtedness of such Person outstanding as  of such date under the
Loan Documents (but excluding undrawn amounts under outstanding Letters of  Credit) and the Second
Lien Loan Documents; provided that any Borrowing of Revolving Loans on  the Closing Date to
fund additional upfront fees incurred under the provisions of the Fee Letter  under the heading
“Market Flex” shall be excluded from Indebtedness for purposes of  such calculations to (b)
Consolidated EBITDA for such Person on a Pro Forma Basis immediately after  giving effect to the
Related Transactions for the last period of four consecutive Fiscal Quarters  ending on or before
the last date for which quarterly Financial Statements have been delivered to  the Administrative
Agent.



“Consolidated Current Assets” means, with respect to any  Person at any date, the total
Consolidated current assets of such Person at such date other than cash, Cash  Equivalents and any
Indebtedness owing to such Person or any of its Subsidiaries by Affiliates of  such Person.



“Consolidated Current Liabilities” means, with respect to  any Person at any date, all
liabilities of such Person and its Subsidiaries at such date that should be  classified as current
liabilities on a Consolidated balance sheet of such Person; provided,  however, that
“Consolidated Current Liabilities” shall exclude the principal  amount of the Loans and the
Second Lien Loans then outstanding.



“Consolidated EBITDA” means, with respect to any Person  for any period, (a) the
Consolidated Net Income of such Person for such period plus (b) the  sum of, in each case to
the extent included in the calculation of such Consolidated Net Income (other  than with respect to
clauses (b)(xiii) and (xiv) below) but without duplication, (i) any  provision for income taxes or
other taxes measured by net income or profits (or similar taxes imposed in lieu  of such taxes),
(ii) Consolidated Interest Expense, amortization of debt discount and  commissions and other fees
and charges associated with Indebtedness, (iii) any loss, expense or  charge from extraordinary
items, (iv) any depreciation, depletion and amortization expense,  (v) any aggregate net loss on the
Sale of property (other than accounts and inventory (as each such term is  defined under the
applicable UCC)) outside the ordinary course of business, (vi) any other  non-cash expenditure,
charge or loss for such period (other than any non-cash expenditure, charge or  loss relating to
write-offs, write-downs or reserves with respect to accounts and inventory),  including the amount
of any compensation deduction as the result of any grant of Stock or Stock  Equivalents to
employees, officers, directors or consultants, (vii) non-cash compensation  charges, (viii)
restructuring charges consisting of severance charges, facilities consolidation  charges, and
termination charges with respect to programming contracts, in each case  (w) of a nature described
in the FTI Report dated July 2011, (x) in an aggregate amount not to  exceed $11,000,000, (y)
arising in connection with the other Related Transactions and (z) incurred  on or before December
31, 2012, (ix) fees to Sponsors and their Affiliates for operational  consulting and similar
services or management, monitoring and advisory services incurred during the  four Fiscal Quarter
period of determination in an amount not to exceed $1,000,000 in the aggregate,  (x) fees and
expenses incurred in connection with the transactions contemplated by the Loan  Documents and the
other Related Transactions occurring on or about the Closing Date to the extent  paid in cash (it
being understood that a portion of such fees may be paid after the Closing  Date), (xi) one-time
non-cash purchase accounting or recapitalization accounting losses incurred in  accordance with GAAP
in connection with the transactions contemplated by the Loan Documents and the  other Related
Transactions, (xii) adjustments in a manner reasonably satisfactory to the  Administrative Agent to
eliminate the effect of non-cash barter transactions, (xiii) cost savings  projected by the Borrower
and of the nature described in the FTI Report dated July 2011 under the  heading “Broadcast Cash
Flow” corresponding to the four Fiscal Quarter period of determination to  be realized by


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December
31, 2012 as a result of actions taken, or committed or planned to be taken,  after the Closing Date
in the applicable amount set forth on Schedule 1.1A,  (xiv) cost savings projected by the
Borrower and of the nature described in the FTI Report dated July 2011  under the heading
“Non-Broadcast Cash Flow” corresponding to the four Fiscal Quarter  period of determination to be
realized by December 31, 2012 as a result of actions taken, or committed  or planned to be taken,
after the Closing Date in the applicable amount set forth on  Schedule 1.1B, (xv) unusual,
non-operating or non-recurring costs, expenses or charges in an aggregate  amount not to exceed
$1,000,000 during any four Fiscal Quarter period of determination,  (xvi) expenses actually
reimbursed no later than ninety (90) days after the end of such period  pursuant to a written
contract or insurance policy with an unaffiliated third party, which contract  or insurance
obligations has not been disclaimed, to the Borrower or any of its  Subsidiaries, (xvii) the
proceeds of any Specified Equity Contribution made during such period (but  solely for the limited
purposes for which such proceeds are permitted to be added to Consolidated  EBITDA pursuant to
Section 9.5), (xviii) non-cash losses incurred in connection  with any Hedging Agreements,
(xix) any aggregate loss on the sale or other disposition of property  outside the ordinary course
of business, (xx) non-cash accruals of distributions to the  Borrower’s equity holders (including,
without limitation, accrued dividends on preferred equity) and  (xxi) losses attributable to the
“digital” business for the period from July 1, 2011 through and  including July 29, 2011 in an
aggregate amount not to exceed $1,620,519 and minus (c) the sum of,  in each case to the
extent included in the calculation of such Consolidated Net Income and without  duplication, (i) any
credit for United States federal income taxes or other taxes measured by net  income, (ii) any
interest income, (iii) any gain from extraordinary items and any other  non-recurring, non-operating
gain, (iv) any aggregate net gain from the Sale of property outside of the  ordinary course of
business by such Person (other than accounts and inventory (as each such term  is defined in the
applicable UCC)), (v) non-cash gain realized in connection with any  Hedging Agreement, (vi) any
other non-cash gain, including any reversal of a charge referred to in  clause (b)(vi) above
by reason of a decrease in the value of any Stock or Stock Equivalent, and  (vii) any other cash
payment in respect of expenditures, charges and losses that have been added to  Consolidated EBITDA
of such Person pursuant to clause (b)(vi) above in any prior period.  Notwithstanding
anything to the contrary contained herein, for purposes of determining  Consolidated EBITDA under
this Agreement for any period that includes any of the Fiscal Quarters ended  December 31, 2010,
March 31, 2011 and June 30, 2011, Consolidated EBITDA for such Fiscal  Quarters shall be
$19,908,299, $9,154,979 and $10,321,778 respectively.



“Consolidated First Lien Leverage Ratio” means, with  respect to any Person, without
duplication, as of any date, the ratio of (a) Consolidated Total Debt of  such Person outstanding as
of such date but excluding any Indebtedness under the Second Lien Loan  Documents, any Subordinated
Debt and any undrawn Letters of Credit to (b) Consolidated EBITDA for such  Person for the last
period of four consecutive Fiscal Quarters ending on or before such date.



“Consolidated Interest Coverage Ratio” means, with respect  to any Person for any
period, the ratio of (a) Consolidated EBITDA of such Person for such  period to (b) Consolidated
Cash Interest Expense of such Person for such period.



“Consolidated Interest Expense” means, for any Person,  without duplication, for any
period, (a) Consolidated total interest expense of such Person and its  Subsidiaries for such period
and including, in any event, (i) interest capitalized during such period  and net costs under
Interest Rate Contracts for such period (but excluding any such unrealized  costs and losses), (ii)
all fees, charges, commissions, discounts and other similar obligations (other  than reimbursement
obligations) with respect to letters of credit, bank guarantees, banker’s  acceptances, surety bonds
and performance bonds (whether or not matured) payable by such Person and its  Subsidiaries during
such period and (iii) interest capitalized or paid in cash during such  period under the Loan
Documents, the Second Lien Loan Documents or Sponsor PIK Notes, minus  (b) the sum of (i)
Consolidated net gains of such Person and its Subsidiaries under Interest Rate  Contracts for such
period (but excluding any such unrealized gains) and (ii) Consolidated  interest income of such
Person and its Subsidiaries for such period.


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“Consolidated Leverage Ratio” means, with respect to any  Person, without duplication,
as of any date, the ratio of (a) Consolidated Total Debt of such Person  outstanding as of such date
but excluding (i) the Sponsor PIK Notes and (ii) undrawn amounts  under outstanding Letters of
Credit to (b) Consolidated EBITDA for such Person for the last period of  four consecutive Fiscal
Quarters ending on or before such date.



“Consolidated Net Income” means, with respect to any  Person, for any period, the
Consolidated net income (or loss) of such Person and its Subsidiaries for such  period;
provided, however, that the following shall be excluded:  (a) the net income of any
other Person in which such Person or one of its Subsidiaries has a joint  interest with a
third-party (which interest does not cause the net income of such other Person  to be Consolidated
into the net income of such Person), except to the extent of the amount of  dividends or
distributions paid to such Person or Subsidiary, (b) the net income of any  Subsidiary of such
Person that is, on the last day of such period, subject to any restriction or  limitation on the
payment of dividends or the making of other distributions, to the extent of  such restriction or
limitation, (c) the net income of any other Person arising prior to such  other Person becoming a
Subsidiary of such Person or merging or consolidating into such Person or its  Subsidiaries, (d) any
gain (or loss) resulting from any purchase of Loans by any Purchasing Borrower  Party in accordance
with the terms of this Agreement and (e) the cumulative effect of changes  in accounting principles.



“Consolidated Total Debt” of any Person means all  Indebtedness of a type described in
clause (a), (b), (c)(i), (d), (f) or  (g) of the
definition thereof and, without duplication, all Guaranty Obligations with  respect to any such
Indebtedness, in each case of such Person and its Subsidiaries on a  Consolidated basis.



“Constituent Documents” means, with respect to any Person,  collectively and, in each
case, together with any modification of any term thereof, (a) the articles  of incorporation,
certificate of incorporation, constitution or certificate of formation of such  Person, (b) the
bylaws, operating agreement or joint venture agreement of such Person,  (c) any other constitutive,
organizational or governing document of such Person, whether or not equivalent,  and (d) any other
document setting forth the manner of election or duties of the directors,  officers or managing
members of such Person or the designation, amount or relative rights,  limitations and preferences
of any Stock of such Person.



“Continuing Director” means, at any date, an individual  (a) who is a member of the
board of directors of the Borrower on the Closing Date, (b) who, as of the  date of determination,
has been a member of such board of directors for at least the twelve preceding  months, (c) who has
been nominated to be a member of such board of directors, directly or  indirectly, by the Permitted
Investors or Persons nominated by the Permitted Investors or (d) who has  been nominated to be a
member of such board of directors by individuals referred to in clauses  (a) through (c) above
constituting at the time of such election or nomination at least a majority of  such board of
directors.



“Contractual Obligation” means, with respect to any  Person, any provision of any
Security issued by such Person or of any document or undertaking (other than a  Loan Document) to
which such Person is a party or by which it or any of its property is bound or  to which any of its
property is subject.



“Control Agreement” means, with respect to any deposit  account, any securities
account, commodity account, securities entitlement or commodity contract, an  agreement, in form and
substance reasonably satisfactory to the Administrative Agent, among the  Administrative Agent, the
Second Lien Agent, the financial institution or other Person at which such  account is maintained or
with which such entitlement or contract is carried and the Loan Party  maintaining such account,
effective to grant “control” (as defined under the applicable UCC)  over such account to the
Administrative Agent.


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“Controlled Deposit Account” means each deposit account  (including all funds on
deposit therein) that is the subject of an effective Control Agreement and that  is maintained by
any Loan Party with a financial institution reasonably acceptable to the  Administrative Agent.



“Controlled Investment Affiliate” means, as to any Person,  any other Person that (a)
directly or indirectly, is in control of, is controlled by, or is under common  control with, such
Person and (b) is organized by such Person primarily for the purpose of  making equity or debt
investments in one or more companies. For purposes of this definition,  “control” of a Person means
the power, directly or indirectly, to direct or cause the direction of the  management and policies
of such Person whether by contract or otherwise.



“Controlled Securities Account” means each securities  account or commodity account
(including all financial assets held therein and all certificates and  instruments, if any,
representing or evidencing such financial assets) that is the subject of an  effective Control
Agreement and that is maintained by any Loan Party with a securities  intermediary or commodity
intermediary reasonably acceptable to the Administrative Agent.



“Copyrights” means all rights, title and interests (and  all related IP Ancillary
Rights) arising under any Requirement of Law in or relating to copyrights and  all mask work,
database and design rights, whether or not registered or published, all  registrations and
recordations thereof and all applications in connection therewith.



“Corporate Chart” means a document in form reasonably  acceptable to the Administrative
Agent and setting forth, as of a date set forth therein, for each Person that  is a Loan Party, that
is subject to Section 7.10 or that is a Subsidiary or Joint Venture  of any of them, (a) the
full legal name of such Person, (b) the jurisdiction of organization and  any organizational number
and tax identification number of such Person, (c) the location of such  Person’s chief executive
office (or, if applicable, sole place of business) and (d) the number of  shares of each class of
Stock of such Person (other than the Borrower) authorized, the number  outstanding and the number
and percentage of such outstanding shares for each such class owned, directly  or indirectly, by any
Loan Party or any Subsidiary of any of them.



“Credit Agreement Refinancing Indebtedness” means any  Indebtedness incurred pursuant
to a Refinancing Amendment, in each case, issued, incurred or otherwise  obtained (including by
means of the extension or renewal of existing Indebtedness) in exchange for, or  to extend, renew,
replace or refinance, in whole or part, existing Loans or Commitments  (including any successive
Credit Agreement Refinancing Indebtedness) (“Refinanced  Debt”); provided that (a)
such exchanging, extending, renewing, replacing or refinancing Indebtedness  (including, if such
Indebtedness includes any Other Refinancing Revolving Credit Commitments, the  unused portion of
such Other Refinancing Revolving Credit Commitments) is in an original  aggregate principal amount
not greater than the aggregate principal amount of the Refinanced Debt (and, in  the case of
Refinanced Debt consisting, in whole or in part, of unused Revolving Credit  Commitments, Extended
Revolving Credit Commitments or Other Refinancing Revolving Credit Commitments,  the amount thereof)
except by an amount equal to unpaid accrued interest and premium thereon plus  reasonable upfront
fees and original issue discount on such exchanging, extending, renewing,  replacing or refinancing
Indebtedness, plus other reasonable and customary fees and expenses in  connection with such
exchange, modification, refinancing, refunding, renewal, replacement or  extension, (b) such
Indebtedness has a maturity equal to or later than, and, except in the case of  Other Refinancing
Revolving Credit Commitments, a Weighted Average Life to Maturity equal to or  greater than, the
Refinanced Debt, (c) the terms and conditions of such Indebtedness (except  as otherwise provided in
clause (b) above and with respect to pricing, premiums and optional  prepayment or
redemption terms) are substantially identical to, or (taken as a whole) are no  more favorable to the
lenders or holders


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 providing such Indebtedness, than those applicable to  the Loans or
Commitments being refinanced (except for covenants or other provisions  applicable only to periods
after the latest Maturity Date at the time of incurrence of such Indebtedness)  (provided that
satisfaction of this clause (c) shall be evidenced by a certificate of a  Responsible Officer
delivered to the Administrative Agent at least five (5) Business Days  prior to the incurrence of
such Indebtedness, providing a reasonably detailed description of the material  terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, and  evidence reasonably
satisfactory to the Administrative Agent that the board of directors of the  Borrower has determined
in good faith that such terms and conditions satisfy the requirement of this  clause (c)
which shall be conclusive evidence that such terms and conditions satisfy such  requirement unless
the Administrative Agent notifies the Borrower within such five  (5) Business Day period that it
disagrees with such determination (including a description of the basis upon  which it disagrees))
and (d) such Refinanced Debt shall be repaid, or satisfied and discharged,  and all accrued
interest, fees and premiums (if any) in connection therewith shall be paid, on  the date such Credit
Agreement Refinancing Indebtedness is issued, incurred or obtained.




“Credit Ratings” has the meaning specified in  Section 7.14.




“Customary Permitted Liens” means, with respect to any  Person, any of the following:



(a) Liens (i) with respect to the payment of taxes, assessments  or other governmental charges
or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or  mechanics and other similar
Liens, in each case imposed by law or arising in the ordinary course of  business, and, for each of
the Liens in clauses (i) and (ii) above for amounts that are  (x) not overdue for a
period of more than thirty (30) days or (y) being contested in good  faith by appropriate
proceedings diligently conducted and with respect to which adequate reserves or  other appropriate
provisions are maintained on the books of such Person in accordance with GAAP;



(b) Liens (i) of a collection bank on items in the course of  collection arising under Section
4-208 of the UCC as in effect in the State of New York or any similar section  under any applicable
UCC or any similar Requirement of Law of any foreign jurisdiction,  (ii) relating to pooled deposit
or sweep accounts of the Borrower and its Subsidiaries to permit satisfaction  of overdraft or
similar obligations incurred in the ordinary course of business of the Borrower  and its
Subsidiaries or (iii) in favor of a banking or other financial institution  arising as a matter of
law encumbering deposits or other funds maintained with such financial  institution (including the
right of setoff) and that are within the general parameters customary in the  banking industry (and
not securing any Indebtedness for borrowed money);



(c) pledges or cash deposits made in the ordinary course of business  (i) in connection with
workers’ compensation, unemployment insurance or other types of social  security benefits (other
than any Lien imposed by ERISA), (ii) to secure the performance of bids,  tenders, leases (other
than Capital Leases), statutory obligations, sales or other trade contracts  (other than for the
repayment of borrowed money), (iii) made in lieu of, or to secure the  performance of, surety,
customs, reclamation or performance bonds (in each case not related to  judgments or litigation) and
other obligations of a similar nature incurred in the ordinary course of  business or (iv) securing
liability for reimbursement of indemnification obligations of (including  obligations in respect of
letters of credit or bank guarantees for the benefit of) insurance carriers  providing property,
casualty or liability insurance incurred in the ordinary course of business;


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(d) judgment liens (other than for the payment of taxes, assessments  or other governmental
charges) securing judgments and other proceedings not constituting an Event of  Default under
Section 9.1(f) and pledges or cash deposits made in lieu of, or to  secure the performance
of, judgment or appeal bonds in respect of such judgments and proceedings;



(e) Liens (i) arising by reason of zoning restrictions,  easements, licenses, reservations,
restrictions, covenants, rights-of-way, encroachments, minor defects or  irregularities in title
(including leasehold title) and other similar encumbrances on the use of real  property or (ii)
consisting of leases, licenses or subleases granted by a lessor, licensor or  sublessor on its
property (in each case other than Capital Leases) otherwise permitted under  Section 8.4
that, for each of the Liens in clauses (i) and (ii) above (other  than in the case
of subleases), do not, in the aggregate, materially (x) impair the value  or marketability of such
real property or (y) interfere with the ordinary conduct of the business  conducted and proposed to
be conducted at such real property by the Borrower and its Subsidiaries taken  as a whole;



(f) Liens of landlords and mortgagees of landlords (i) arising by  statute or under any lease
or related Contractual Obligation entered into in the ordinary course of  business, (ii) on fixtures
and movable tangible property located on the real property leased or subleased  from such landlord,
(iii) for amounts not overdue by more than thirty (30) days or that  are being contested in good
faith by appropriate proceedings diligently conducted and (iv) for which  adequate reserves or other
appropriate provisions are maintained on the books of such Person in accordance  with GAAP;



(g) the title and interest of a lessor or sublessor in and to personal  property leased or
subleased (other than through a Capital Lease), in each case extending only to  such personal
property (including any precautionary UCC financing statement filings by such  lessor);




(h) Liens securing the financing of the premiums with respect to  insurance policies;



(i) Liens or rights of setoff against credit balances of the Borrower  or any of its
Subsidiaries with credit card issuers or credit card processors or amounts  owing to credit card
issuers or credit card processors to the Borrower or any of its Subsidiaries in  the ordinary course
of business; provided that such Liens do not secure Indebtedness; and



(i) deposits of cash with the owner or lessor of premises leased and  operated by the Borrower
or any of its Subsidiaries in the ordinary course of business of the Borrower  and such Subsidiary
to secure the performance of the Borrower’s or such Subsidiary’s  obligations under the terms of the
lease for such premises in an aggregate amount not to exceed $1,000,000.



“Debt Fund Affiliate” means an Affiliate of one or more of  the Sponsors (other than
any Group Member or a natural person) that is primarily engaged in, or advises  funds or other
investment vehicles that are engaged in, making, purchasing, holding or  otherwise investing in
commercial loans, bonds and similar extensions of credit in the ordinary course  and is a bona fide
debt fund and with respect to which the Sponsors do not, directly or  indirectly, possess the power
to direct the investment policies of such entity, including, without  limitation, specific decisions
as to the voting of investment interests held by such fund.



“Default” means any Event of Default and any event that,  with the passing of time or
the giving of notice or both, would become an Event of Default.



“Digital Reseller Agreement” means that certain Digital  Reseller Agreement, dated as
of July 29, 2011 between Triton Media Group, LLC (to be renamed Triton  Media, LLC), a California
limited liability company, and Dial Communication Global Media, LLC, a Delaware  limited liability
company.


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“Disclosure Documents” means, collectively, (a) all  confidential information memoranda
and related materials reviewed by the Sponsors and prepared in connection with  the syndication of
the Facilities and (b) all other documents filed by any Group Member with  the United States
Securities and Exchange Commission.



“Disqualified Competitors” means, collectively, the  Borrower’s competitors (including
any such entities’ Subsidiaries but excluding any entity that is a Debt  Fund Affiliate of any such
competitor) separately identified in writing by the Sponsors to the Lead  Arrangers at 1:40 p.m.
(Pacific Daylight Time) on July 25, 2011 and agreed by the Lead Arrangers.



“Disqualified Stock” means, with respect to any Person,  any Stock that, by its terms
(or by the terms of any Security into which it is convertible or for which it  is exchangeable), or
upon the happening of any event or condition (a) matures or is mandatorily  redeemable (other than
solely for Qualified Stock) pursuant to a sinking fund obligation or otherwise  (except as a result
of a customarily defined change of control or disposal of all or substantially  all of the assets of
the issuer and only so long as any payments after such change of control or  such disposition shall
be subject to the prior repayment in full of the Loans and all other  Obligations that are accrued
and payable and the termination of the Commitments), (b) is redeemable at  the option of the holder
thereof (other than solely for Qualified Stock), in whole or in part,  (c) provides for scheduled
payments of dividends in cash or (d) is or becomes convertible into or  exchangeable for
Indebtedness or any other Disqualified Stock, in whole or in part, on or prior  to the date that is
180 days after the latest applicable Maturity Date at the time of  issuance.



“Dollars” and the sign “$” each mean the  lawful money of the United States of
America.



“Domestic Person” means any “United States  person” under and as defined in
Section 770l(a)(30) of the Code.




“E-Fax” means any system used to receive or transmit faxes  electronically.



“Electronic Transmission” means each document,  instruction, authorization, file,
information and any other communication transmitted, posted or otherwise made  or communicated by
e-mail or E-Fax, or otherwise to or from an E-System.



“Environmental Laws” means all Requirements of Law and  Permits imposing liability or
standards of conduct for or relating to the regulation and protection of human  health, safety, the
environment and natural resources, including CERCLA, the SWDA, the Hazardous  Materials
Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal  Insecticide, Fungicide, and Rodenticide
Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15  U.S.C. §§ 2601 et seq.), the
Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water  Pollution Control Act (33 U.S.C. §§
1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§  651 et seq.), the Safe Drinking
Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated  under any of the foregoing,
all analogous Requirements of Law and Permits and any environmental transfer of  ownership
notification or environmental approval statutes, including the Industrial Site  Recovery Act (N.J.
Stat. Ann. §§ 13:1K-6 et seq.).



“Environmental Liabilities” means all Liabilities  (including costs of Remedial
Actions, natural resource damages and costs and expenses of investigation and  feasibility studies,
including the cost of environmental consultants and attorneys’ fees) that  may be imposed on,
incurred by or asserted against any Group Member as a result of, or related to,  any claim, suit,
action, investigation, proceeding or demand by any Person, whether based in  contract, tort, implied
or express warranty, strict liability, criminal or civil statute or common law  or otherwise,
arising under any Environmental Law or in connection with any Release and  resulting from the
ownership, lease, sublease or other operation or occupation of property by any  Group Member,
whether on, prior or after the date hereof.


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“ERISA” means the United States Employee Retirement Income  Security Act of 1974.



“ERISA Affiliate” means, collectively, any Group Member,  and any Person under common
control, or treated as a single employer, with any Group Member, within the  meaning of Section
414(b) or (c) of the Code, or solely for purposes of the minimum funding  requirements set forth in
Section 412 of the Code, Section 414 (m) or (o) of the  Code.



“ERISA Event” means any of the following: (a) a  reportable event described in Section
4043(c) of ERISA (unless the thirty (30)-day notice requirement has been duly  waived under the
applicable regulations) with respect to a Title IV Plan, (b) the  withdrawal of any ERISA Affiliate
from a Title IV Plan subject to Section 4063 of ERISA during a plan year  in which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA,  (c) the complete or partial
withdrawal of any ERISA Affiliate from any Multiemployer Plan with respect to  which Withdrawal
Liability would reasonably be expected to result, (d) with respect to any  Multiemployer Plan, the
filing of a notice of reorganization, insolvency or termination (or treatment  of a plan amendment
as termination) under Section 4041A of ERISA, (e) the filing of a  notice of intent to terminate a
Title IV Plan (or treatment of a plan amendment as termination) under  Section 4041 of ERISA, (f)
the institution of proceedings to terminate a Title IV Plan by the PBGC,  (g) the failure of any
Group Member or an ERISA Affiliate to make any required contribution to any  Title IV Plan or
Multiemployer Plan when due, (h) the imposition of a lien under  Section 430 of the Code or Section
303 or 4068 of ERISA on any property (or rights to property, whether real or  personal) of any Group
Member, (i) the failure of a Benefit Plan or any trust thereunder intended  to qualify for tax
exempt status under Section 401 or 501 of the Code or other Requirements  of Law to qualify
thereunder and (j) any other event or condition that would reasonably be  expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the  appointment of a trustee to
administer, any Title IV Plan or for the imposition of any liability upon any  ERISA Affiliate under
Title IV of ERISA other than for PBGC premiums due but not delinquent.



“E-Signature” means the process of attaching to or  logically associating with an
Electronic Transmission an electronic symbol, encryption, digital signature or  process (including
the name or an abbreviation of the name of the party transmitting the  Electronic Transmission) with
the intent to sign, authenticate or accept such Electronic Transmission.



“E-System”
means any electronic system, including  Intralinks® and
ClearPar®
and any  other Internet or extranet-based site, whether such electronic system
is owned, operated or hosted by the Administrative Agent, any of its Related  Persons or any other
Person, providing for access to data protected by passcodes or other security  system.



“Eurodollar Base Rate” means, for each Interest Period,  the higher of (a) 1.5% per
annum and (b) the offered rate per annum for deposits of Dollars for the  applicable Interest Period
that appears on Reuters Screen LIBOR 01 Page as of 11:00 a.m. (London,  England time) two Business
Days prior to the first day in such Interest Period. If no such offered rate  exists, such rate will
be the rate of interest per annum, as determined by the Administrative Agent at  which deposits of
Dollars in immediately available funds are offered at 11:00 a.m. (London,  England time) two
Business Days prior to the first day in such interest period by major financial  institutions
reasonably satisfactory to the Administrative Agent in the London interbank  market for such
interest period for the applicable principal amount on such date of  determination.


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“Eurodollar Rate” means, with respect to any Interest  Period and for any Eurodollar
Rate Loan, an interest rate per annum determined as the ratio of (a) the  Eurodollar Base Rate with
respect to such Interest Period for such Eurodollar Rate Loan to (b) the  difference between the
number one and the Eurodollar Reserve Requirements with respect to such  Interest Period and for
such Eurodollar Rate Loan.



“Eurodollar Rate Loan” means any Loan that bears interest  based on the Eurodollar
Rate.



“Eurodollar Reserve Requirements” means, with respect to  any Interest Period and for
any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without  duplication, of the
maximum rates (expressed as a decimal number) of reserve requirements in effect  two Business Days
prior to the first day of such Interest Period (including basic, supplemental,  marginal and
emergency reserves) under any regulations of the Federal Reserve Board or other  Governmental
Authority having jurisdiction with respect thereto dealing with reserve  requirements prescribed for
eurocurrency funding (currently referred to as “eurocurrency  liabilities” in Regulation D of the
Federal Reserve Board) maintained by a member bank of the United States Federal  Reserve System.




“Event of Default” has the meaning specified in  Section 9.1.




“Excelsior” means Excelsior Radio Networks, LLC, a  Delaware limited liability company.



“Excess Cash Flow” means, for any period,  (a) Consolidated EBITDA of the Borrower for
such period, minus (b) without duplication, (i) any cash  principal payment on the Loans
during such period (but only, in the case of payment in respect of Revolving  Loans, to the extent
that the Revolving Credit Commitments are permanently reduced by the amount of  such payment) other
than any mandatory prepayment required pursuant to Section 2.8(a)  because of the existence
of Excess Cash Flow and any purchase and retirement of Loans by any Purchasing  Borrower Party in
accordance with the terms of this Agreement, (ii) any scheduled or other  mandatory cash principal
payment made by the Borrower or any of its Subsidiaries during such period on  any Capitalized Lease
Obligation or other Indebtedness (but only, if such Indebtedness may be  reborrowed, to the extent
such payment results in a permanent reduction in commitments thereof), together  with any interest,
premium or penalties required to be paid in cash in connection therewith,  (iii) any Capital
Expenditure made by the Borrower or any of its Subsidiaries during such period  to the extent
permitted by this Agreement, excluding any such Capital Expenditure to the  extent financed through
the incurrence of Capitalized Lease Obligations or any long-term Indebtedness  other than the
Obligations, (iv) the Consolidated Cash Interest Expense of such Person  for such period, (v) any
cash loss, expense or charge from extraordinary items, (vi) any cash  payment made during such
period to satisfy obligations for income taxes or other taxes measured by net  income or profits (or
similar taxes imposed in lieu of such taxes), (vii) any increase in the  Working Capital of the
Borrower during such period (measured as the excess of such Working Capital at  the end of such
period over such Working Capital at the beginning of such period),  (viii) to the extent actually
paid in cash during such period, amounts added back to the calculation of  Consolidated EBITDA
pursuant to clauses (b)(viii), (b)(ix), (b)(x),  (b)(xv) and
(b)(xxi) of the definition thereof and (ix) all amounts added back to the  calculation of
Consolidated EBITDA pursuant to clauses (b)(v) and (b)(xix) of the definition  thereof and
plus (c) without duplication, (i) any decrease in the Working  Capital of the Borrower
during such period (measured as the excess of such Working Capital at the  beginning of such period
over such Working Capital at the end thereof) and (ii) any cash gains from  extraordinary items.


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“Excluded Assets” means (a) motor vehicles and other  assets subject to a certificate
of title statute with a fair market value of less than $5,000,000 in the  aggregate, (b) (i)
leasehold interests in real property and (ii) fee-owned real property that  is not Material Real
Property, (c) Letter of Credit Rights (as defined in the Guaranty and  Security Agreement) to the
extent not constituting Supporting Obligations (as defined in the Guaranty and  Security Agreement)
with a value of less than $1,000,000, (d) Commercial Tort Claims (as  defined in the Guaranty and
Security Agreement) with a value of less than $1,000,000, (e) any license,  instrument, lease or
agreement to which any Loan Party is a party or any of its rights or interests  thereunder if and
only for so long as the grant of a Lien hereunder is prohibited by any law,  rule or regulation (but
only to the extent, and for so long as, such prohibition is not terminated or  rendered
unenforceable or otherwise deemed ineffective pursuant to the UCC of any  relevant jurisdiction,
insolvency laws or any other Requirements of Law); provided that such  license, instrument,
lease or agreement will cease to be an Excluded Asset and will become subject  to the Lien granted
under the Guaranty and Security Agreement, immediately and automatically, at  such time as such
consequences will no longer result, (f) Excluded Equity, (g) Property  owned by any Grantor that is
subject to a purchase money Lien or a Capital Lease permitted under the Credit  Agreement if the
Contractual Obligation pursuant to which such Lien is granted (or in the  document providing for
such Capital Lease) prohibits or requires the consent of any Person other than  the Borrower and its
Affiliates which has not been obtained as a condition to the creation of any  other Lien on such
Property and (h) any “intent to use” Trademark applications for  which a statement of use has not
been filed and accepted with the U.S Patent and Trademark Office or any  Intellectual Property if
the grant of a Lien on or security interest in such Intellectual Property would  result in the
cancellation or voiding of such Intellectual Property; provided,  however, that
“Excluded Assets” shall not include any proceeds, products,  substitutions or replacements
of Excluded Assets (unless such proceeds, products, substitutions or  replacements would otherwise
constitute Excluded Assets).



“Excluded Equity” means (a) any voting Stock in  excess of 66% of the outstanding
voting Stock of any first-tier Excluded Foreign Subsidiary, (b) any Stock  in a Joint Venture which
by the terms of its Constituent Documents or any agreements with the other  equity holders prohibits
the granting of a Lien in such Stock and (c) Equity Interests in entities  where a Loan Party holds
50% or less of the outstanding Equity Interests of such Person, to the extent a  pledge of such
Equity Interests is prohibited by the Constituent Documents, or agreements with  the other equity
holders, of such entity. For the purposes of this definition, “voting  Stock” means, with
respect to any issuer, the issued and outstanding shares of each class of Stock  of such issuer
entitled to vote (within the meaning of Treasury Regulations §  1.956-2(c)(2)).



“Excluded Foreign Subsidiary” means any Subsidiary that is  a controlled foreign
corporation (as defined in the Code); provided, however, that no  such Subsidiary
shall be an “Excluded Foreign Subsidiary” if such Subsidiary  has entered into any Guaranty
Obligations with respect to, such Subsidiary has granted a security interest in  any of its property
to secure, or more than 66% of the Voting Stock of such Subsidiary was pledged  to secure, directly
or indirectly, any Indebtedness (other than the Obligations) of any Loan Party.




“Excluded Taxes” has the meaning specified in  Section 2.17(a).



“Existing Debt Agreements” means (a) that certain  Credit Agreement, dated as of April
23, 2009, by and among the Borrower, the lenders party thereto from time to  time, and Wells Fargo
Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as  administrative agent for
such lenders, as amended, restated, supplemented or modified, (b) that  certain Amended and Restated
Credit and Guaranty Agreement, dated as of June 20, 2008, among Excelsior,  the guarantors from time
to time party thereto, the lenders from time to time party thereto, Toronto  Dominion (Texas) LLC
(as successor to CIT Lending Services Corporation), as administrative agent for  such lenders, and
the other parties thereto, as amended, restated, supplemented or modified,  (c) that certain
Securities Purchase Agreement, dated as of April 23, 2009, by and among  the Borrower and each of
the holders from time to time of the notes thereunder, as amended, restated,  supplemented or
modified, (d) that certain Third Amended and Restated Note Purchase  Agreement, dated as of May 28,
2010, by and among Verge, the guarantors from time to time party thereto and  the purchasers from
time to time party thereto, as amended, restated, supplemented or modified, and  (e) those certain
Non-Negotiable Promissory Notes dated as of May 28, 2010 issued by Verge  Media Inc., a Delaware
corporation, in favor of the holders thereof, as amended, restated,  supplemented or modified.


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“Existing Letters of Credit” means those Letters of Credit  issued and outstanding as
of the Closing Date and set forth on Schedule 1.1C.



“Extended Commitments” means the Extended Term Loan  Commitment and the Extended
Revolving Credit Commitment.




“Extended Loans” means the Extended Term Loans and the  Extended Revolving Loans.



“Extended Revolving Credit Commitment” has the meaning  specified in Section
2.20(a)(ii).



“Extending Revolving Credit Lender” has the meaning  specified in Section
2.20(a)(ii).



“Extended Revolving Loans” means Revolving Loans made by  one or more Lenders to the
Borrower pursuant to Section 2.20.



“Extended Term Loan Commitment” means the commitment of  any Lender, established
pursuant to Section 2.20, to make Extended Term Loans to the  Borrower.




“Extended Term Loans” has the meaning specified in  Section 2.20(a)(iii).



“Extending Term Loan Lender” has the meaning specified in  Section
2.20(a)(iii).




“Extension” has the meaning specified in  Section 2.20(a).



“Extension Amendment” means any amendment entered into  pursuant to Section
2.20(c).




“Extension Offer” has the meaning specified in  Section 2.20(a).



“Facilities” means (a) the Term Loan Facility,  (b) the Revolving Credit Facility, (c)
any credit facility represented by Other Term Loans, and (d) any credit  facility established
pursuant to a Refinancing Amendment.



“FATCA” means Sections 1471, 1472, 1473 and 1474 of  the Code as of the date of this
Agreement and any United States Treasury Regulations promulgated thereunder and  published guidance
with respect thereto, whether in existence on the Closing Date or promulgated  or published
thereafter.



“FCC” means the Federal Communications Commission or any  Governmental Authority which
succeeds to the duties and functions presently performed by the Federal  Communications Commission.



“FCC Licenses” means Permits, licenses, approvals,  entitlements, accreditations and
other authorizations granted or issued by the FCC that may be used by any Loan  Party pursuant to
Communications Laws.


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“Federal Flood Insurance” means federally backed Flood  Insurance available under the
National Flood Insurance Program to owners of real property improvements  located in Special Flood
Hazard Areas in a community participating in the National Flood Insurance  Program.



“Federal Funds Rate” means, for any period, a fluctuating  interest rate per annum
equal for each day during such period to the weighted average of the rates on  overnight federal
funds transactions with members of the Federal Reserve System arranged by  federal funds brokers, as
determined by the Administrative Agent in its sole discretion.



“Federal Reserve Board” means the Board of Governors of  the United States Federal
Reserve System and any successor thereto.



“Fee Letter” means the letter agreement, dated as of  July 30, 2011, addressed to Verge
from GE Capital, GECM and ING and accepted by Verge, with respect to certain  fees to be paid from
time to time to the Administrative Agent and its Related Persons, as amended by  the amendment to
fee letter, dated as of the Closing Date, among GE Capital, GECM and ING and  accepted by the
Borrower.



“FEMA” means the Federal Emergency Management Agency, a  component of the U.S.
Department of Homeland Security that administers the National Flood Insurance  Program.



“FIRREA” means the Financial Institutions Reform, Recovery  and Enforcement Act of
1989.



“Financial Statement” means each financial statement  delivered pursuant to Section
4.4 or 6.1.



“Fiscal Quarter” means each 3 fiscal month period ending  on March 31, June 30,
September 30 or December 31.




“Fiscal Year” means the twelve-month period ending on  December 31.



“Flood Insurance” means, for any real property located in  a Special Flood Hazard Area,
Federal Flood Insurance or private insurance that (a) meets the  requirements set forth by FEMA in
its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in  an amount equal to the
full, unpaid balance of the Loans and any prior liens on the real property up  to the maximum policy
limits set under the National Flood Insurance Program, or as otherwise required  by Agent, with
deductibles not to exceed $50,000.



“GAAP” means generally accepted accounting principles in  the United States of America,
as in effect from time to time, set forth in the opinions and pronouncements of  the Accounting
Principles Board and the American Institute of Certified Public Accountants, in  the statements and
pronouncements of the Financial Accounting Standards Board and in such other  statements by such
other entity as may be in general use by significant segments of the accounting  profession that are
applicable to the circumstances as of the date of determination;  provided, that for
purposes of Article 5 of this Agreement, GAAP shall mean generally  accepted accounting principles
in the United States of America as in effect on the Closing Date. Subject to  Section 1.3,
all references to “GAAP” shall be to GAAP applied consistently  with the principles used in
the preparation of the Financial Statements described in  Section 4.4(a).




“GE Capital” has the meaning specified in the preamble  hereto.


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“GECM” means GE Capital Markets, Inc.



“Governmental Authority” means any nation, sovereign or  government, any state or other
political subdivision thereof, any agency, authority or instrumentality thereof  and any entity or
authority exercising executive, legislative, taxing, judicial, regulatory or  administrative
functions of or pertaining to government, including any central bank, stock  exchange, regulatory
body, arbitrator, public sector entity, supra-national entity (including the  European Union and the
European Central Bank) and any self-regulatory organization (including the  National Association of
Insurance Commissioners).




“Group Members” means, collectively, the Borrower and its  Subsidiaries.



“Group Members’ Accountants” means Ernst & Young  LLP, any other “big four” accounting
firm or other nationally-recognized independent registered certified public  accountants reasonably
acceptable to the Administrative Agent.



“Guarantor” means each Subsidiary of the Borrower listed  on Schedule 4.3 that
is not an Excluded Foreign Subsidiary and each other Person who becomes a  Guarantor pursuant to
Section 7.10.



“Guaranty and Security Agreement” means a guaranty and  security agreement, in
substantially the form of Exhibit H, among the Administrative  Agent, the Borrower and the
Guarantors from time to time party thereto.



“Guaranty Obligation” means, as applied to any Person, any  direct or indirect
liability, contingent or otherwise, of such Person for any Indebtedness, lease,  dividend or other
obligation (the “primary obligation”) of another Person (the  “primary obligor”), if
the purpose or intent of such Person in incurring such liability, or the  economic effect thereof,
is to guarantee such primary obligation or provide support, assurance or  comfort to the holder of
such primary obligation or to protect or indemnify such holder against loss  with respect to such
primary obligation, including (a) the direct or indirect guaranty,  endorsement (other than for
collection or deposit in the ordinary course of business), co-making,  discounting with recourse or
sale with recourse by such Person of any primary obligation, (b) the  incurrence of reimbursement
obligations with respect to any letter of credit or bank guaranty in support of  any primary
obligation, (c) the existence of any Lien, or any right, contingent or  otherwise, to receive a
Lien, on the property of such Person securing any part of any primary  obligation and (d) any
liability of such Person for a primary obligation through any Contractual  Obligation (contingent or
otherwise) or other arrangement (i) to purchase, repurchase or otherwise  acquire such primary
obligation or any security therefor or to provide funds for the payment or  discharge of such
primary obligation (whether in the form of a loan, advance, stock purchase,  capital contribution or
otherwise), (ii) to maintain the solvency, working capital, equity capital  or any balance sheet
item, level of income or cash flow, liquidity or financial condition of any  primary obligor, (iii)
to make take-or-pay or similar payments, if required, regardless of  non-performance by any other
party to any Contractual Obligation, (iv) to purchase, sell or lease (as  lessor or lessee) any
property, or to purchase or sell services, primarily for the purpose of  enabling the primary
obligor to satisfy such primary obligation or to protect the holder of such  primary obligation
against loss or (v) to supply funds to or in any other manner invest in,  such primary obligor
(including to pay for property or services irrespective of whether such  property is received or
such services are rendered); provided, however, that  “Guaranty Obligations”
shall not include (x) endorsements for collection or deposit in the  ordinary course of business,
(y) product warranties given in the ordinary course of business or  (z) ordinary course performance
guarantees by any Group Member of the obligations (other than for the payment  of Indebtedness) of
any other Group Member. The outstanding amount of any Guaranty Obligation shall  equal the
outstanding amount of the primary obligation so guaranteed or otherwise  supported or, if lower, the
stated maximum amount for which such Person may be liable under such Guaranty  Obligation.


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“Hazardous Material” means any substance, material or  waste that is classified,
regulated or otherwise characterized under any Environmental Law as hazardous,  toxic, a contaminant
or a pollutant or by other words of similar meaning or regulatory effect,  including petroleum or
any fraction thereof, asbestos, polychlorinated biphenyls and radioactive  substances.



“Hedging Agreement” means any Interest Rate Contract,  foreign exchange, swap, option
or forward contract, future, commodity, currency spot, cap, floor or collar  transaction, any other
derivative instrument and any other similar transaction and any other similar  agreement or
arrangement designed to alter the risks of any Person arising from fluctuations  in any underlying
variable.



“Impacted Lender” means any Lender that fails to provide  the Administrative Agent,
within three Business Days following the Administrative Agent’s written  request, satisfactory
assurance that such Lender will not become a Non-Funding Lender, or any Lender  that has a Person
that directly or indirectly controls such Lender and such Person  (a) becomes subject to a voluntary
or involuntary case under the Bankruptcy Code or any similar bankruptcy laws,  (b) has appointed a
custodian, conservator, receiver or similar official for such Person or any  substantial part of
such Person’s assets other than an Undisclosed Administration, or  (c) makes a general assignment
for the benefit of creditors, is liquidated, or is otherwise adjudicated as, or  determined by any
Governmental Authority having regulatory authority over such Person or its  assets to be, insolvent
or bankrupt, and for each of clauses (a) through (c), the  Administrative Agent has
determined in good faith that such Lender is reasonably likely to become a  Non-Funding Lender. For
purposes of this definition, control of a Person shall have the same meaning as  in the second
sentence of the definition of Affiliate.



“Incremental Base Amount” shall mean, at any time, (a)  $25,000,000 plus (b)
the lesser of (i) the aggregate amount of all additional Revolving Credit  Commitments of Debt Fund
Affiliates and Non-Debt Fund Affiliates established on or prior to such time  pursuant to
Section 2.19 and (b) $7,500,000.



“Incremental Term Borrowing” shall mean a Borrowing  comprised of Incremental Term
Loans.



“Incremental Term Loan Lender” shall mean a Lender with an  Incremental Term Loan
Commitment or an outstanding Incremental Term Loan.



“Incremental Term Loan Amount” shall mean, at any time,  the excess, if any, of (a) the
Incremental Base Amount at such time over the sum of (b)(i) the aggregate  amount of all Incremental
Term Loan Commitments established prior to such time pursuant to  Section 2.19 plus
(ii) the aggregate amount of all additional Revolving Credit Commitments  established prior to such
time pursuant to Section 2.19 plus (iii) the excess  of the principal amount
of Indebtedness of the Borrower owing under the Second Lien Loan Documents over  $85,000,000.



“Incremental Term Loan Assumption Agreement” shall mean an  Incremental Term Loan
Assumption Agreement among, and in form and substance reasonably satisfactory  to, the Borrower, the
Administrative Agent and one or more Incremental Term Loan Lenders.



“Incremental Term Loan Commitment” shall mean the  commitment of any Lender,
established pursuant to Section 2.19, to make Incremental Term  Loans to the Borrower.



“Incremental Term Loan Maturity Date” shall mean the final  maturity date of any
Incremental Term Loan, as set forth in the applicable Incremental Term Loan  Assumption Agreement.


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“Incremental Term Loan Repayment Dates” shall mean the  dates scheduled for the
repayment of principal of any Incremental Term Loan, as set forth in the  applicable Incremental
Term Loan Assumption Agreement.



“Incremental Term Loans” shall mean Term Loans made by one  or more Lenders to the
Borrower pursuant to Section 2.1(c). Incremental Term Loans may be  made in the form of
additional Term Loans or, to the extent permitted by Section 2.19  and provided for in the
relevant Incremental Term Loan Assumption Agreement, Other Term Loans.



“Indebtedness” of any Person means, without duplication,  any of the following, whether
or not matured: (a) all indebtedness for borrowed money, (b) all  obligations evidenced by notes,
bonds, debentures or similar instruments, (c) all reimbursement and other  obligations with respect
to (i) letters of credit, bank guaranties or bankers’ acceptances or  (ii) surety, customs,
reclamation or performance bonds (in each case not related to judgments or  litigation) other than
those entered into in the ordinary course of business, (d) all obligations  to pay the deferred
purchase price of property or services (other than trade payables incurred in  the ordinary course
of business, any earnout payments if such obligations are not required by GAAP  to be reflected on
the balance sheet of such Person or in the footnotes thereof, any accruals for  payroll and other
non-interest bearing liabilities accrued in the ordinary course of business and  any obligations in
respect of operating leases that are not Synthetic Leases), (e) all  obligations created or arising
under any conditional sale or other title retention agreement, regardless of  whether the rights and
remedies of the seller or lender under such agreement in the event of default  are limited to
repossession or sale of such property, (f) all Capitalized Lease  Obligations, (g) all obligations,
whether or not contingent, to purchase, redeem, retire, defease or otherwise  acquire for value any
of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a  direct or indirect
parent entity thereof) prior to the date that is 180 days after the latest  Maturity Date, valued
at, in the case of redeemable preferred Stock, the greater of the voluntary  liquidation preference
and the involuntary liquidation preference of such Stock plus accrued and  unpaid dividends, (h) all
payments that would be required to be made in respect of any Hedging Agreement  after giving effect
to any netting agreement with respect thereto in the event of a termination  (including an early
termination) on the date of determination and (i) all Guaranty Obligations  for obligations of any
other Person constituting Indebtedness of such other Person; provided,  however,
that the items in each of clauses (a) through (i) above shall  constitute
“Indebtedness” of such Person solely to the extent, directly  or indirectly, (x) such Person
is liable for any part of any such item, (y) any such item is secured by a  Lien on such Person’s
property or (z) any other Person has a right, contingent or otherwise, to  cause such Person to
become liable for any part of any such item or to grant such a Lien. For the  avoidance of doubt,
original issue discount shall not be deemed to reduce the face amount of any  Indebtedness.
Notwithstanding anything to the contrary contained herein, the Series A  and Series B Preferred
Stock shall not be treated as “Indebtedness” for any purpose  hereunder, including, without
limitation, the definition of “Consolidated Total Debt”.




“Indemnified Matter” has the meaning specified in  Section 11.4.




“Indemnified Taxes” has the meaning specified in  Section 2.17(a).




“Indemnitee” has the meaning specified in  Section 11.4.




“ING” means ING Capital LLC.



“Initial Projections” means those financial projections,  dated August 17, 2011,
covering the Fiscal Years ending in 2011 through 2016 and delivered to the  Administrative Agent by
the Borrower prior to the date hereof.


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“Intellectual Property” means all rights, title and  interests in or relating to
intellectual property and industrial property arising under any Requirement of  Law and all IP
Ancillary Rights relating thereto, including all Copyrights, Patents,  Trademarks, Internet Domain
Names, Trade Secrets and IP Licenses.



“Intercreditor Agreement” means that certain Intercreditor  Agreement, dated as of the
Closing Date, among the Administrative Agent, the Second Lien Agent and the  Loan Parties.



“Interest Period” means, with respect to any Eurodollar  Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is made or converted to a  Eurodollar Rate Loan or,
if such loan is continued, on the last day of the immediately preceding  Interest Period therefor
and, in each case, ending 1, 2, 3, or 6 months or, if available to all  applicable Lenders, 9 or 12
months thereafter, as selected by the Borrower pursuant hereto;  provided, however,
that (a) if any Interest Period would otherwise end on a day that is not a  Business Day, such
Interest Period shall be extended to the next succeeding Business Day, unless  the result of such
extension would be to extend such Interest Period into the next calendar month,  in which case such
Interest Period shall end on the immediately preceding Business Day,  (b) any Interest Period that
begins on the last Business Day of a calendar month (or on a day for which  there is no numerically
corresponding day in the calendar month at the end of such Interest Period)  shall end on the last
Business Day of a calendar month, (c) the Borrower may not select any  Interest Period (i) in the
case of Revolving Loans, ending after any Maturity Date for Revolving Loans and  (ii) in the case of
Term Loans, ending after any Maturity Date for Term Loans, (d) the  Borrower may not select any
Interest Period in respect of Loans having an aggregate principal amount of  less than $1,000,000,
(e) there shall be outstanding at any one time no more than 10 Interest  Periods and (f) the
Borrower may not select any Interest Period period longer than 1 month  until the earlier of (x)
ninety (90) days following the Closing Date and (y) the occurrence of  a Successful Syndication.



“Interest Rate Contracts” means all interest rate swap  agreements, interest rate cap
agreements, interest rate collar agreements and interest rate insurance.



“Internet Domain Names” means all rights, title and  interests (and all related IP
Ancillary Rights) arising under any Requirement of Law in or relating to  Internet domain names.



“Investment” means, with respect to any Person, directly  or indirectly, (a) to own,
purchase or otherwise acquire, in each case whether beneficially or otherwise,  any investment in,
including any interest in, any Security of any other Person (other than any  evidence of any
Obligation), (b) to purchase or otherwise acquire, whether in one  transaction or in a series of
related transactions, all or substantially all of the property of any other  Person or a business
conducted by any other Person or all or substantially all of the assets  constituting the business
of a division, branch, brand or other unit operation of any other Person,  (c) to incur, or to
remain liable under, any Guaranty Obligation for Indebtedness of any other  Person, to assume the
Indebtedness of any other Person or to make, hold, purchase or otherwise  acquire, in each case
directly or indirectly, any deposit, loan, advance, commitment to lend or  advance, or other
extension of credit (including by deferring or extending the date of, in each  case outside the
ordinary course of business, the payment of the purchase price for Sales of  property or services to
any other Person, to the extent such payment obligation constitutes  Indebtedness of such other
Person), excluding deposits with financial institutions available for  withdrawal on demand, prepaid
expenses, accounts receivable and similar items created in the ordinary course  of business or (d)
to make, directly or indirectly, any contribution to the capital of any other  Person. For purposes
of covenant compliance, the amount of any Investment shall be the amount  actually invested, without
adjustment for subsequent increases or decreases in the value of such  Investment. The amount of any
Investment shall be reduced by the amount actually returned on such Investment  (to the extent in
the same form).


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“IP Ancillary Rights” means, with respect to any  Intellectual Property, as applicable,
all foreign counterparts to, and all divisionals, reversions, continuations,  continuations-in-part,
reissues, reexaminations, renewals and extensions of, such Intellectual  Property and all income,
royalties, proceeds and Liabilities at any time due or payable or asserted  under or with respect to
any of the foregoing or otherwise with respect to such Intellectual Property,  including all rights
to sue or recover at law or in equity for any past, present or future  infringement,
misappropriation, dilution, violation or other impairment thereof, and, in each  case, all rights to
obtain any other IP Ancillary Right.



“IP License” means all Contractual Obligations (and all  related IP Ancillary Rights),
whether written or oral, granting any right title and interest in or relating  to any Intellectual
Property.



“IRS” means the Internal Revenue Service of the United  States and any successor
thereto.



“Issue” means, with respect to any Letter of Credit, to  issue, extend the expiration
date of, renew (including by failure to object to any automatic renewal on the  last day such
objection is permitted), increase the face amount of, or reduce or eliminate  any scheduled decrease
in the face amount of, such Letter of Credit, or to cause any Person to do any  of the foregoing.
The terms “Issued” and “Issuance” have  correlative meanings.



“Joint Venture” means a Person (other than a Subsidiary)  in which the Borrower or any
of its Subsidiaries holds an Investment.



“L/C Cash Collateral Account” means any Cash Collateral  Account (a) specifically
designated as such by the Borrower in a notice to the Administrative Agent and  (b) from and after
the effectiveness of such notice, not containing any funds other than those  required under the Loan
Documents to be placed therein.



“L/C Issuer” means (a) GE Capital or any of its  designated Affiliates and (b) each
Person that hereafter becomes an L/C Issuer with the approval of, and if  requested by, the
Administrative Agent and the Borrower, pursuant to an agreement with and in  form and substance
satisfactory to, the Administrative Agent and the Borrower, in each case in  their capacity as an
issuer of Letters of Credit hereunder and together with their successors in  such capacity;
provided, that if any Extension or Extensions of Revolving Credit  Commitments is or
are effected in accordance with Section 2.20, then on the  occurrence of the Maturity Date
with respect thereto (the “L/C Issuer Termination Date”), each  L/C Issuer at such time
shall have the right to resign as an L/C Issuer on, or on any date within  twenty (20) Business Days
after, the L/C Issuer Termination Date, in each case upon not less than ten  (10) days’ prior
written notice thereof to the Borrower and the Administrative Agent and, in the  event of any such
resignation and upon the effectiveness thereof, the respective entity so  resigning shall retain all
of its rights hereunder and under the other Loan Documents as an L/C Issuer  with respect to all
Letters of Credit theretofor issued by it (which Letters of Credit shall remain  outstanding in
accordance with the terms hereof until their respective expirations) but shall  not be required to
issue any further Letters of Credit hereunder.



“L/C Obligations” means, for any Letter of Credit at any  time, the sum of (a) the L/C
Reimbursement Obligations at such time for such Letter of Credit and  (b) the aggregate maximum
undrawn face amount of such Letter of Credit outstanding at such time.




“L/C Reimbursement Agreement” has the meaning specified in  Section 2.4(a).




“L/C Reimbursement Date” has the meaning specified in  Section 2.4(e).


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“L/C Reimbursement Obligation” means, for any Letter of  Credit, the obligation of the
Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts  drawn under such Letter
of Credit.




“L/C Request” has the meaning specified in  Section 2.4(b).




“L/C Sublimit” means $5,000,000.




“Lead Arrangers” means GECM and ING.



“Lender” means, collectively, the Swingline Lender and any  other financial institution
or other Person that (a) is listed on the signature pages hereof as a  “Lender”, (b) from
time to time becomes a party hereto by execution of an Assignment or  (c) from time to time becomes
a party hereto as a “Lender” by execution of an Incremental Term Loan  Assumption Agreement, an
Additional Revolving Credit Commitment Assumption Agreement, Extension  Amendment or a Refinancing
Amendment, in each case together with its permitted successors and assigns.



“Letter of Credit” means any letter of credit Issued  pursuant to Section 2.4.
Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit  issued hereunder on
the Closing Date for all purposes of the Loan Documents.




“Letter of Credit Fee” has the meaning specified in  Section 2.11(b).



“Liabilities” means all claims, actions, suits, judgments,  damages, losses, liability,
obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes,  commissions,
charges, disbursements and expenses (including those incurred upon any appeal  or in connection with
the preparation for and/or response to any subpoena or request for document  production relating
thereto), in each case of any kind or nature (including interest accrued  thereon or as a result
thereto and fees, charges and disbursements of financial, legal and other  advisors and
consultants), whether joint or several, whether or not indirect, contingent,  consequential, actual,
punitive, treble or otherwise.



“Lien” means any mortgage, deed of trust, pledge,  hypothecation, assignment, charge,
deposit arrangement, encumbrance, easement, lien (statutory or otherwise),  security interest or
other security arrangement and any other preference, priority or preferential  arrangement of any
kind or nature whatsoever, including any conditional sale contract or other  title retention
agreement, the interest of a lessor under a Capital Lease and any Synthetic  Lease or other
financing lease having substantially the same economic effect as any of the  foregoing;
provided that in no event shall an operating lease that is not a  Synthetic Lease in and of
itself be deemed to be a Lien.




“Loan” means any loan made or deemed made by any Lender  hereunder.



“Loan Documents” means, collectively, this Agreement, any  Notes, the Guaranty and
Security Agreement, the Mortgages, the Control Agreements, the Intercreditor  Agreement, the Fee
Letter, the L/C Reimbursement Agreements, each Incremental Term Loan Assumption  Agreement, each
Additional Revolving Credit Commitment Assumption Agreement, each Extension  Amendment and each
Refinancing Amendment and, when executed, each document executed by a Loan  Party and delivered to
the Administrative Agent, any Lender or any L/C Issuer in connection with or  pursuant to any of the
foregoing or the Obligations, together with any modification of any term, or  any waiver with
respect to, any of the foregoing, excluding in any event Secured Hedging  Agreements and Banking
Services Agreements.


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“Loan Party” means the Borrower and each Guarantor.



“Material Adverse Effect” means an effect that results in  or causes, or could
reasonably be expected to result in or cause, a material adverse change in any  of (a) the financial
condition, business, performance, operations or property of the Group Members,  taken as a whole,
(b) the ability of the Loan Parties, taken as a whole, to perform their  obligations under the Loan
Documents or (c) the validity or enforceability of any Loan Document or  the rights and remedies of
the Administrative Agent, the Lenders and the other Secured Parties under any  Loan Document.



“Material Environmental Liabilities” means Environmental  Liabilities of the Group
Members exceeding $1,000,000 in the aggregate.



“Material Real Property” means any fee-owned real property  with an appraised value of
greater than $1,000,000.



“Maturity Date” means (a) with respect to  (i) the Term Loans that have not been
extended pursuant to Section 2.20, October 21, 2016 and  (ii) any other tranche of Term
Loans (including any Other Term Loans, Extended Term Loans and Other  Refinancing Term Loans), the
maturity dates specified therefor in the applicable Incremental Term Loan  Assumption Agreement,
Extension Amendment or Refinancing Amendment and (b) with respect to the  Revolving Credit
Commitments (including any Extended Revolving Credit Commitments and Other  Refinancing Revolving
Credit Commitments), the Scheduled Revolving Credit Termination Date applicable  thereto.



“Merger Sub” means Radio Network Holdings, LLC, a Delaware  limited liability company
and a wholly-owned Subsidiary of the Borrower.




“Moody’s” means Moody’s Investors Service, Inc.  or any successor thereto.



“Mortgage” means any mortgage, deed of trust or other  similar document executed or
required herein to be executed by any Loan Party and granting a security  interest over real
property in favor of the Administrative Agent as security for the Obligations.



“Mortgage Supporting Documents” means, with respect to any  Mortgage for a parcel of
real property, each document (including title policies or marked-up  unconditional insurance binders
(in each case, together with copies of all documents referred to therein),  maps, ALTA (or TLTA, if
applicable) as-built surveys (in form and as to date that is sufficiently  acceptable to the title
insurer issuing title insurance to the Administrative Agent for such title  insurer to deliver
endorsements to such title insurance as reasonably requested by the  Administrative Agent),
environmental assessments and reports, appraisals required to comply with  FIRREA and evidence
regarding recording and payment of fees, insurance premium and taxes) that the  Administrative Agent
may reasonably request, to create, register, perfect, maintain, evidence the  existence, substance,
form or validity of or enforce a valid lien on such parcel of real property in  favor of the
Administrative Agent for the benefit of the Secured Parties, subject only to  such Liens as the
Administrative Agent may approve.



“Multiemployer Plan” means any multiemployer plan, as  defined in Section 400l(a)(3) of
ERISA, to which any Group Member incurs or otherwise has any obligation or  liability, contingent or
otherwise (including on account of an ERISA Affiliate).



“National Flood Insurance Program” means the program  created by the U.S. Congress
pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster  Protection Act of 1973,
as revised by the National Flood Insurance Reform Act of 1994, that mandates  the purchase of flood
insurance to cover real property improvements located in Special Flood Hazard  Areas in
participating communities and provides protection to property owners through a  federal insurance
program.


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“Net Cash Proceeds” means proceeds received in cash from  (a) any Sale of, or Property
Loss Event with respect to, property, net of (i) the out-of-pocket cash  costs, fees and expenses
paid or required to be paid in connection therewith, (ii) taxes paid or  reasonably estimated to be
payable as a result thereof and (iii) any amount required to be paid or  prepaid on Indebtedness
(other than the Obligations and Indebtedness owing to any Group Member) secured  by the property
subject thereto or (b) any sale or issuance of Stock or incurrence of  Indebtedness, in each case
net of brokers’, advisors’ and investment banking fees and other  out-of-pocket underwriting
discounts, commissions and other out-of-pocket cash costs, fees and expenses,  in each case incurred
in connection with such transaction; provided, however, that any  such proceeds
received by any Subsidiary of the Borrower that is not a Wholly Owned  Subsidiary of the Borrower
shall constitute “Net Cash Proceeds” only to the extent of the  aggregate direct and
indirect beneficial ownership interest of the Borrower therein.



“Non-Debt Fund Affiliate” means an Affiliate of the  Borrower (including the Sponsors)
that is not a Debt Fund Affiliate or a Purchasing Borrower Party.



“Non-Funding Lender” means any Lender that has  (a) failed to fund any payments
required to be made by it under the Loan Documents within two Business Days  after any such payment
is due (excluding expense and similar reimbursements that are subject to good  faith disputes), (b)
given written notice (and the Administrative Agent has not received a  revocation in writing), to
the Borrower, the Administrative Agent, any Lender, or the L/C Issuer or has  otherwise publicly
announced (and the Administrative Agent has not received notice of a public  retraction) that such
Lender believes it will fail to fund payments or purchases of participations  required to be funded
by it under the Loan Documents or one or more other syndicated credit  facilities, (c) failed to
fund, and not cured, loans, participations, advances, or reimbursement  obligations under one or
more other syndicated credit facilities, unless subject to a good faith  dispute, or (d)(i)become
subject to a voluntary or involuntary case under the Bankruptcy Code or any  similar bankruptcy
laws, (ii) a custodian, conservator, receiver or similar official  appointed for it or any
substantial part of such Person’s assets other than an Undisclosed  Administration, or (iii) made a
general assignment for the benefit of creditors, been liquidated, or otherwise  been adjudicated as,
or determined by any Governmental Authority having regulatory authority over  such Person or its
assets to be, insolvent or bankrupt, and for this clause (d), the  Administrative Agent has
determined in good faith that such Lender is reasonably likely to fail to fund  any payments
required to be made by it under the Loan Documents.



“Non-U.S. Lender Party” means each of the Administrative  Agent, each Lender, each L/C
Issuer, each SPV and each participant, in each case that is not a Domestic  Person.



“Note” means a promissory note of the Borrower, in  substantially the form of
Exhibit B, payable to the order of a Lender in any Facility  in a principal amount
equal to the amount of such Lender’s Commitment under such Facility (or,  in the case of the Term
Loan Facility, the aggregate initial principal amount of the Term Loans).




“Notice of Borrowing” has the meaning specified in  Section 2.2.



“Notice of Conversion or Continuation” has the meaning  specified in Section
2.10.


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“Obligations” means, with respect to any Loan Party, all  amounts, obligations,
liabilities, covenants and duties of every type and description owing by such  Loan Party to the
Administrative Agent, any Lender, any L/C Issuer, any other Indemnitee, any  participant, any SPV or
any Secured Hedging Counterparty or Secured Banking Services Provider arising  out of, under, or in
connection with, any Loan Document, any Secured Hedging Agreement or any  Secured Banking Services
Obligations, whether direct or indirect (regardless of whether acquired by  assignment), absolute or
contingent, due or to become due, whether liquidated or not, now existing or  hereafter arising and
however acquired, and whether or not evidenced by any instrument or for the  payment of money,
including, without duplication, (a) if such Loan Party is the Borrower,  all Loans and L/C
Obligations, (b) all interest, whether or not accruing after the filing of  any petition in
bankruptcy or after the commencement of any insolvency, reorganization or  similar proceeding, and
whether or not a claim for post-filing or post-petition interest is allowed in  any such proceeding,
and (c) all other fees, expenses (including fees, charges and disbursement  of counsel), interest,
commissions, charges, costs, disbursements, indemnities and reimbursement of  amounts paid and other
sums chargeable to such Loan Party under any Loan Document (including those  payable to L/C Issuers
as described in Section 2.11).




“OFAC” means the U.S. Department of the Treasury’s  Office of Foreign Assets Control.




“OID” has the meaning specified in the definition of  “All-In-Yield”.



“Other Refinancing Credit Commitments” means the Other  Refinancing Revolving Credit
Commitments and the Other Refinancing Term Loan Commitments.



“Other Refinancing Loans” means the Other Refinancing  Revolving Loans and the Other
Refinancing Term Loans.



“Other Refinancing Revolving Credit Commitments” means one  or more classes of
revolving credit commitments hereunder or extended Revolving Credit Commitments  that result from a
Refinancing Amendment.



“Other Refinancing Revolving Loans” means the Revolving  Loans made pursuant to any
Other Refinancing Revolving Credit Commitment.



“Other Refinancing Term Loan Commitments” means one or  more classes of term loan
commitments hereunder that result from a Refinancing Amendment.



“Other Refinancing Term Loans” means one or more classes  of Term Loans that result
from a Refinancing Amendment.




“Other Taxes” has the meaning specified in  Section 2.17(c).



“Other Term Loans” shall have the meaning assigned to such  term in Section
2.19(a).



“Patents” means all rights, title and interests (and all  related IP Ancillary Rights)
arising under any Requirement of Law in or relating to letters patent and  applications therefor.



“Patriot Act” means the USA Patriot Act, Title III of Pub.  L. 107-56, signed into law
on October 26, 2001.



“PBGC” means the United States Pension Benefit Guaranty  Corporation and any successor
thereto.


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“Permit” means, with respect to any Person, any permit,  approval, authorization,
license, registration, certificate, concession, grant, franchise, variance or  permission from, and
any other Contractual Obligations with, any Governmental Authority, including  without limitation,
the FCC, in each case whether or not having the force of law and applicable to  or binding upon such
Person or any of its property or to which such Person or any of its property is  subject.



“Permitted Acquisition” means any Proposed Acquisition  satisfying each of the
following conditions: (a) the aggregate amounts payable in connection  with, and other consideration
for (in each case, including all transaction costs and all Indebtedness,  liabilities and Guaranty
Obligations incurred or assumed in connection therewith or otherwise reflected  in a Consolidated
balance sheet of the Borrower and the Proposed Acquisition Target but excluding  any portion of such
consideration (i) comprised of Qualified Stock or (ii) funded with  Net Cash Proceeds of any
issuances of Qualified Stock, in each case, to the extent that the Consolidated  Leverage Ratio,
measured on a Pro Forma Basis immediately after giving effect to such Proposed  Acquisition, as of
the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the  case of the fourth
Fiscal Quarter) for which Financial Statements have been or were required to be  delivered pursuant
to Section 6.1 is less than the Consolidated Leverage Ratio as of  the last day of the most
recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal  Quarter) for which
Financial Statements have been or were required to be delivered pursuant to  Section 6.1
(without giving pro forma effect to such Proposed Acquisition) (i) such  Proposed Acquisition shall
not exceed, in the aggregate with any Indebtedness incurred in connection with  such Proposed
Acquisition pursuant to Section 8.1(n), $25,000,000, and  (ii) such Proposed Acquisition and
all other Permitted Acquisitions consummated on or prior to the date of the  consummation of such
Proposed Acquisition shall not exceed, in the aggregate with any Indebtedness  incurred on or prior
to such date pursuant to Section 8.1(n), $50,000,000, (b) the  Administrative Agent shall
have received reasonable advance notice of such Proposed Acquisition including  a reasonably
detailed description thereof at least 15 Business Days prior to the  consummation of such Proposed
Acquisition (or such later date as may be agreed by the Administrative Agent)  and on or prior to
the date of such Proposed Acquisition, the Administrative Agent shall have  received copies of the
acquisition agreement and related Contractual Obligations and other documents  (including financial
information and analysis, environmental assessments and reports, opinions,  certificates, lien
searches, and FCC approvals) and information reasonably requested by the  Administrative Agent, (c)
as of the date of consummation of any transaction as part of such Proposed  Acquisition and after
giving effect to all transactions to occur on such date as part of such  Proposed Acquisition, all
conditions set forth in clauses (i) and (ii) of  Section 3.2(b) shall be
satisfied or duly waived and, after giving effect to such Permitted  Acquisition, the Borrower shall
be in compliance with the financial covenants set forth in  Article 5 on a Pro Forma Basis
as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in  the case of the
fourth Fiscal Quarter) for which Financial Statements have been or were  required to be delivered
pursuant to Section 6.1, (d) no Event of Default is continuing  or would result therefrom
and (e) the Proposed Acquisition Target has Consolidated EBITDA, subject  to pro forma adjustments
reasonably acceptable to the Administrative Agent, for the most recent four  fiscal quarters prior
to the date of such Proposed Acquisition for which financial statements are  available, greater than
zero.



“Permitted Indebtedness” means any Indebtedness of any  Group Member that is not
prohibited by Section 8.1 or any other provision of any Loan  Document.



“Permitted Investment” means any Investment of any Group  Member that is not prohibited
by Section 8.3 or any other provision of any Loan Document.



“Permitted Investors” means, collectively the Sponsors and  their respective Controlled
Investment Affiliates.



“Permitted Lien” means any Lien on or with respect to the  property of any Group Member
that is not prohibited by Section 8.2 or any other provision of any  Loan Document.


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“Permitted Refinancing” means Indebtedness constituting a  refinancing, exchange or
extension of Permitted Indebtedness that (a) has an aggregate outstanding  principal amount not
greater than the aggregate principal amount of such Permitted Indebtedness  outstanding at the time
of such refinancing, exchange or extension except for increases due to the  amount of any premiums
required to be paid thereon and reasonable fees and expenses associated  therewith, (b) has a
Weighted Average Life to Maturity (measured as of the date of such refinancing,  exchange or
extension) and maturity no shorter than that of such Permitted Indebtedness  being refinanced,
exchanged or extended, (c) is not entered into as part of a Sale and  Leaseback transaction and (d)
is not secured by any property or any Lien other than those securing such  Permitted Indebtedness;
provided, however, that, notwithstanding the foregoing,  (x) the terms of such
Permitted Indebtedness may be modified as part of such Permitted Refinancing if  such modification
would have been permitted pursuant to Section 8.11 or in the case  of an increase in the
principal amount of such Permitted Indebtedness, Section 8.1 and  (y) no Guaranty Obligation
for such Indebtedness shall constitute part of such Permitted Refinancing  unless similar Guaranty
Obligations with respect to such Permitted Indebtedness existed and constituted  Permitted
Indebtedness prior to such refinancing, exchange or extension; and  provided,
further, that with respect to Indebtedness constituting a refinancing,  exchange or
extension of the Indebtedness outstanding under the Second Lien Loan Documents  (a “Second Lien
Refinancing”), the following additional conditions shall apply:  (i) no Event of Default is
continuing or would result therefrom, (ii) such Second Lien Refinancing  shall comply with each
condition set forth in Section 4.2 of the Intercreditor Agreement,  (iii) the aggregate principal
amount of indebtedness outstanding under such Second Lien Refinancing (the  “New Second Lien
Obligations”) shall not be less than aggregate principal amount of  indebtedness outstanding
under the Second Lien Loan Documents immediately prior to such Second Lien  Refinancing, (iv) the
agent under the New Second Lien Obligations (the “New Second Lien  Agent”) shall have
executed and delivered documentation satisfactory to the Administrative Agent  pursuant to which
such New Second Lien Agent has confirmed that it is bound by the terms of the  Intercreditor
Agreement, (v) the Consolidated Leverage Ratio, the numerator of which  shall be calculated on a pro
forma basis to give effect to such Second Lien Refinancing, and the denominator  of which shall
equal the Borrower’s Consolidated EBITDA for the most recently ended  period of four consecutive
Fiscal Quarters with respect to which financial statements have been or were  required to be
delivered pursuant to Section 6.1, shall be no greater than  the Consolidated
Leverage Ratio as of the last day of the most recently ended Fiscal Quarter or  Fiscal Year (in the
case of the fourth Fiscal Quarter) for which Financial Statements have been or  were required to be
delivered pursuant to Section 6.1 (without giving pro forma effect  to such Second Lien
Refinancing) and (vi) if such Second Lien Refinancing is not funded  (including, without limitation,
any arrangement fees, upfront fees, original issue discount or other fees,  costs or expenses)
solely with Net Cash Proceeds of issuances of Qualified Stock, (A) the  Borrower’s Consolidated
Leverage Ratio the numerator of which shall be calculated on a pro forma basis  to give effect to
such Second Lien Refinancing, and the denominator of which shall equal the  Borrower’s Consolidated
EBITDA for the most recently ended period of four consecutive Fiscal Quarters  with respect to which
financial statements have been or were required to be delivered pursuant to  Section 6.1,
shall not exceed the Consolidated Leverage Ratio permitted under  Section 5.1 for the last
day of the most recent Fiscal Quarter or Fiscal Year (in the case of the fourth  Fiscal Quarter)
ending prior to such date (assuming that the maximum permitted Consolidated  Leverage Ratio
permitted at such time was in fact 0.50 to 1 less than the ratio set forth in  Section 5.1
for such period) and (B) after giving effect to such Second Lien  Refinancing, the sum of (x)
unencumbered (except for encumbrances created by the Loan Documents and the  Second Lien Loan
Documents) cash and Cash Equivalents held by the Borrower and its Subsidiaries  at such time,
plus (y) the aggregate Revolving Credit Commitments of all the  Lenders then in effect
minus (z) the Revolving Credit Outstandings of all the Lenders at  such time, shall not be
less than $12,500,000.



“Permitted Reinvestment” means, with respect to the Net  Cash Proceeds of any Sale or
Property Loss Event, to acquire (or make Capital Expenditures to finance the  acquisition, repair,
improvement or construction of), to the extent otherwise permitted hereunder,  property useful in
the business of the Borrower or any of its Subsidiaries (including through a  Permitted Acquisition
or Permitted Investment) or, if such Property Loss Event involves loss or  damage to property, to
repair such loss or damage.


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“Person” means any individual, partnership, corporation  (including a business trust
and a public benefit corporation), joint stock company, estate, association,  firm, enterprise,
trust, limited liability company, unincorporated association, joint venture and  any other entity or
Governmental Authority.




“Pro Forma Balance Sheet” has the meaning specified in  Section 4.4(d).



“Pro Forma Basis” means, with respect to any determination  for any period and any Pro
Forma Transaction, that such determination shall be made by giving pro  forma effect to each
such Pro Forma Transaction, as if each such Pro Forma Transaction had been  consummated on the first
day of such period, based on historical results accounted for in accordance  with GAAP either (a) in
accordance with Regulation S-X of the Securities Act or (b) with  adjustments that reflect the
reasonably anticipated effect of direct cost cutting measures that are  realizable (as reasonably
determined by the Administrative Agent) within one year after the consummation  of such Pro Forma
Transaction, and, in each case of (a) and (b), to the extent applicable,  based on reasonable
assumptions that are specified in detail in the relevant Compliance  Certificate, Financial
Statement or other document provided to the Administrative Agent or any Lender  in connection
herewith and are reasonably acceptable to the Administrative Agent.



“Pro Forma Transaction” means (a) any transaction  consummated as part of the
Acquisition (including the Related Transactions), (b) any Permitted  Acquisition and (c) any Sale of
assets permitted by Section 8.4(e) for Net Cash Proceeds greater  than $1,000,000, together
with each other transaction relating thereto and consummated in connection  therewith, including any
incurrence or repayment of Indebtedness.



“Projections” means, collectively, the Initial Projections  and any document delivered
pursuant to Section 6.1(f).



“Property Loss Event” means, with respect to any property,  any loss of or damage to
such property or any taking of such property or condemnation thereof.



“Proposed Acquisition” means (a) any proposed  acquisition that is consensual and
approved by the board of directors of such Proposed Acquisition Target, of all  or substantially all
of the assets or Stock of any Proposed Acquisition Target by the Borrower or  any Subsidiary of the
Borrower or (b) any proposed merger of any Proposed Acquisition Target  with or into the Borrower or
any Subsidiary of the Borrower (and, in the case of a merger with the Borrower,  with the Borrower
being the surviving corporation).



“Proposed Acquisition Target” means any Person engaged in  a business that the Borrower
and its Subsidiaries are permitted to engage in pursuant to  Section 8.8 and that is
organized under the laws of the United States of America, any State thereof or  the District of
Columbia or any brand, line of business, division, branch, operating division  or other unit
operation of any such Person.



“Pro Rata Outstandings” of any Lender at any time, means  (a) in the case of the Term
Loan Facility, the outstanding principal amount of the Term Loans owing to such  Lender and (b) in
the case of the Revolving Credit Facility, the sum of (i) the outstanding  principal amount of
Revolving Loans owing to such Lender and (ii) the amount of the  participation of such Lender in the
L/C Obligations outstanding with respect to all Letters of Credit.


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“Pro Rata Share” means, with respect to any Lender and any  Facility or Facilities at
any time, the percentage obtained by dividing (a) the sum of the  Commitments (or, if such
Commitments in any such Facility are terminated, the Pro Rata Outstandings  therein) of such Lender
then in effect under such Facilities by (b) the sum of the Commitments  (or, if such Commitments in
any such Facility are terminated, the Pro Rata Outstandings therein) of all  Lenders then in effect
under such Facilities; provided, however, that, if there are no  Commitments and no
Pro Rata Outstandings in any of such Facilities, such Lender’s Pro Rata  Share in such Facilities
shall be determined based on the Pro Rata Share in such Facilities most  recently in effect, after
giving effect to any subsequent assignment and any subsequent non-pro rata  payments of any Lender
pursuant to Sections 2.18, 2.19, 2.20, 2.21 or  2.22.




“Purchase Offer” has the meaning specified in  Section 2.21(a).



“Purchasing Borrower Party” means the Borrower or any  Subsidiary of the Borrower that
becomes a Lender hereunder in accordance with Section 2.21 or  Section 11.2(g).




“Qualified Stock” means any Stock that is not Disqualified  Stock.



“Refinancing Amendment” means an amendment to this  Agreement in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower executed  by each of (a) the
Borrower, (b) the Administrative Agent, (c) the L/C Issuer (in the  case of Other Refinancing
Revolving Credit Commitments or Other Refinancing Revolving Loans) and  (d) each Refinancing Lender
and Lender that agrees to provide any portion of the Credit Agreement  Refinancing Indebtedness
being incurred pursuant thereto, in accordance with Section 2.22.



“Refinancing Lender” means, at any time, any bank, other  financial institution or
institutional investor that agrees to provide any portion of any Credit  Agreement Refinancing
Indebtedness pursuant to a Refinancing Amendment in accordance with  Section 2.22; provided
that each Refinancing Lender (other than any Person that is a Lender, an  Affiliate of a Lender or
an Approved Fund of a Lender at such time) shall be subject to the approval of  the Administrative
Agent and the L/C Issuer (in the case of Other Refinancing Revolving Credit  Commitments or Other
Refinancing Revolving Loans) (such approval not to be unreasonably withheld or  delayed), in each
case to the extent any such consent would be required from the Administrative  Agent and the L/C
Issuer (in the case of Other Refinancing Revolving Credit Commitments or Other  Refinancing
Revolving Loans) under Section 11.2(b) for an assignment of Loans  or Commitments to such
Refinancing Lender.




“Register” has the meaning specified in  Section 2.14(b).



“Reinvestment Prepayment Amount” means, with respect to  any Net Cash Proceeds on the
Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds  otherwise required for
prepayment of the Loans less any amount paid or required to be paid by  any Group Member to
make Permitted Reinvestments with such Net Cash Proceeds pursuant to a  Contractual Obligation
entered into prior to such Reinvestment Prepayment Date with any Person that is  not an Affiliate of
the Borrower.



“Reinvestment Prepayment Date” means, with respect to any  portion of any Net Cash
Proceeds of any Sale or Property Loss Event required for prepayment of the  Loans, the earliest of
(a) the 270th  day after the completion of the portion of such Sale or Property Loss
Event corresponding to such Net Cash Proceeds, (b) the date that is 5  Business Days after the date
on which the Borrower shall have notified the Administrative Agent of the  Borrower’s determination
not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the  occurrence of any Event of
Default set forth in Section 9.1(e)(ii) and (d) 5 Business  Days after the delivery of a
notice by the Administrative Agent or the Required Lenders to the Borrower  during the continuance
of any other Event of Default.


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“Related Documents” means, collectively, the Acquisition  Agreement, the Loan
Documents, the Second Lien Loan Documents, the Sponsor PIK Notes, the payoff  letters with respect
to the Indebtedness outstanding under the Existing Debt Agreements executed and  delivered to the
Administrative Agent on or prior to the Closing Date and each other document  executed with respect
to any of the foregoing or any Related Transaction.



“Related Person” means, with respect to any Person, each  Affiliate of such Person and
each director, officer, employee, agent, trustee, representative, attorney,  accountant and each
insurance, environmental, legal, financial and other advisor (including those  retained in
connection with the satisfaction or attempted satisfaction of any condition set  forth in
Article 3) and other consultants and agents of or to such Person or  any of its Affiliates,
together with, if such Person is the Administrative Agent, each other Person or  individual
designated, nominated or otherwise mandated by or helping the Administrative  Agent pursuant to and
in accordance with Section 10.4 or any comparable provision of any  Loan Document.



“Related Transactions” means, collectively, the  consummation of the Acquisition, the
consummation of the transactions contemplated by the Loan Documents, the  consummation of the
transactions contemplated by the Second Lien Loan Documents, the issuance of  the Sponsor PIK Notes,
the refinancing of the Existing Debt Agreements, the execution and delivery of  all Related
Documents and the payment of all related fees, costs and expenses.



“Release” means any release, threatened release, spill,  emission, leaking, pumping,
pouring, emitting, emptying, escape, injection, deposit, disposal, discharge,  dispersal, dumping,
leaching or migration of Hazardous Material into or through the environment.



“Relevant Four Fiscal Quarter Period” has the meaning  specified in Section
9.5.



“Remedial Action” means all actions required under  Environmental Laws to (a) clean up,
remove, treat or in any other way address any Hazardous Material in the indoor  or outdoor
environment, (b) prevent or minimize any Release so that a Hazardous  Material does not migrate or
endanger or threaten to endanger public health or welfare or the indoor or  outdoor environment or
(c) perform pre remedial studies and investigations and post-remedial  monitoring and care with
respect to any Hazardous Material.



“Repricing Transaction” shall mean the prepayment,  refinancing, substitution or
replacement of all or a portion of the Term Loans (other than a refinancing of  all the Obligations
hereunder in connection with a sale of all or substantially all of the assets  or Stock of the Group
Members) with the incurrence by the Borrower of any debt financing (including  any Incremental Term
Loans) having an effective interest cost or weighted average yield (with the  comparative
determinations to be made by the Administrative Agent consistent with generally  accepted financial
practices, after giving effect to, among other factors, margin, interest rate  floors, upfront or
similar fees or original issue discount shared with all providers of such  financing, but excluding
the effect of any arrangement, structuring, syndication or other fees payable  in connection
therewith that are not shared with all providers of such financing, and without  taking into account
any fluctuations in the Eurodollar Rate) that is less than the effective  interest cost (as
determined by the Administrative Agent on the same basis) of such Term Loans,  including as may be
effected through any amendment to this Agreement relating to the interest rate  for, or weighted
average yield of, the Term Loans.



“Required Lenders” means, at any time, Lenders having at  such time in excess of 50% of
the sum of the aggregate Revolving Credit Commitments (or, if such Commitments  are terminated, the
sum of the amounts of the participations in Swing Loans, the principal amount  of unparticipated
portions of the Swing Loans and the Pro Rata Outstandings in the Revolving  Credit Facility), Term
Loan Commitments (or, if such Commitments are terminated, the Pro Rata  Outstandings in the Term
Loan Facility) and any other Commitments under any other Facility provided  hereunder (or, if such
Commitments are terminated, the Pro Rata Outstandings under such Facilities)  then in effect,
ignoring, in such calculation, the amounts held by any Non-Funding Lender.


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“Required Revolving Credit Lenders” means, at any time,  Lenders having at such time in
excess of 50% of the aggregate Revolving Credit Commitments (or, if such  Commitments are
terminated, the sum of the amounts of the participations in Swing Loans, the  principal amount of
the unparticipated portions of the Swing Loans and the Pro Rata Outstandings in  the Revolving
Credit Facility) then in effect, ignoring, in such calculation, the amounts  held by any Non Funding
Lender.



“Required Term Loan Lenders” means, at any time, Lenders  having at such time in excess
of 50% of the aggregate Term Loan Commitments (or, if such Commitments are  terminated, the Pro Rata
Outstandings in the Term Loan Facility) then in effect, ignoring, in such  calculation, the
Commitments and Pro Rata Outstandings of any Non-Funding Lender.



“Requirements of Law” means, with respect to any Person,  collectively, the common law
and all federal, state, local, foreign, multinational or international laws,  statutes, codes,
treaties, standards, rules and regulations, guidelines, ordinances, orders,  judgments, writs,
injunctions, decrees (including administrative or judicial precedents or  authorities) and the
interpretation or administration thereof by, and other determinations,  directives, requirements or
requests of, any Governmental Authority, in each case whether or not having the  force of law and
that are applicable to or binding upon such Person or any of its property or to  which such Person
or any of its property is subject.



“Responsible Officer” means, with respect to any Person,  any of the chief financial
officer, chief executive officer or any co- chief executive officer, president,  treasurer,
assistant treasurer, controller, managing member or general partner of such  Person but, in any
event, with respect to financial matters, the chief financial officer or any  such officer that is
responsible for preparing the Financial Statements delivered hereunder and,  with respect to the
Corporate Chart and other documents delivered pursuant to  Section 6.1(e), documents
delivered on the Closing Date and documents delivered pursuant to  Section 7.10, the
secretary or assistant secretary of such Person or any other officer  responsible for maintaining
the corporate and similar records of such Person.



“Restricted Payment” means (a) any dividend, return  of capital or distribution,
whether direct or indirect and whether in cash, Securities or other property,  on account of any
Stock or Stock Equivalent of the Borrower or any of its Subsidiaries, in each  case now or hereafter
outstanding, including with respect to a claim for rescission of a Sale of such  Stock or Stock
Equivalent and (b) any redemption, retirement, termination, defeasance,  cancellation, purchase or
other acquisition for value, whether direct or indirect (including through the  use of Hedging
Agreements, the making, repayment, cancellation or forgiveness of Indebtedness  and similar
Contractual Obligations), of any Stock or Stock Equivalent of any Group Member  or of any direct or
indirect parent entity of the Borrower, now or hereafter outstanding, and any  payment or other
transfer setting aside funds for any such redemption, retirement, termination,  cancellation,
purchase or other acquisition, whether directly or indirectly and whether to a  sinking fund, a
similar fund or otherwise.



“Revolving Credit Commitment” means, with respect to each  Revolving Credit Lender, the
commitment of such Lender to make Revolving Loans and acquire interests in  other Revolving Credit
Outstandings, which commitment is in the amount set forth opposite such  Lender’s name on
Schedule I under the caption “Revolving Credit  Commitment”, or in the Additional
Revolving Credit Commitment Assumption Agreement pursuant to which such Lender  agreed to provide an
additional Revolving Credit Commitment, as applicable, as amended to reflect  Assignments and as
such amount may be reduced pursuant to this Agreement. The aggregate amount of  the Revolving Credit
Commitments on the date hereof equals $25,000,000. Unless the context shall  otherwise require, the
term “Revolving Credit Commitment” shall include the any Extended  Revolving Credit Commitment.


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“Revolving Credit Facility” means the Revolving Credit  Commitments and the provisions
herein related to the Revolving Loans, Swing Loans and Letters of Credit.



“Revolving Credit Lender” means each Lender that has a  Revolving Credit Commitment,
holds a Revolving Loan or participates in any Swing Loan or Letter of Credit.



“Revolving Credit Outstandings” means, at any time, the  sum of, in each case to the
extent outstanding at such time, (a) the aggregate principal amount of the  Revolving Loans and
Swing Loans and (b) the L/C Obligations for all Letters of Credit.



“Revolving Credit Termination Date” shall mean the  earliest of (a) the latest
Scheduled Revolving Credit Termination Date, (b) the date of termination  of the Revolving Credit
Commitments pursuant to Section 2.5 or 9.2 and (c) the  date on which the
Obligations become due and payable pursuant to Section 9.2.



“Revolving Loan” has the meaning specified in  Section 2.1. Unless the context
shall otherwise require, the term “Revolving Loan” shall include any  Extended Revolving Loans or
Other Refinancing Revolving Loans.




“S&P” means Standard & Poor’s Rating  Services or any successor thereto.



“Sale and Leaseback Transaction” means, with respect to  any Person (the
“obligor”), any Contractual Obligation or other arrangement  with any other Person (the
“counterparty”) consisting of a lease by such obligor of any  property that, directly or
indirectly, has been or is to be Sold by the obligor to such counterparty or to  any other Person to
whom funds have been advanced by such counterparty based on a Lien on, or an  assignment of, such
property or any obligations of such obligor under such lease.



“Sanctioned Country” means a country subject to a  sanctions program identified on the
list maintained by OFAC and available at  http://www.treas.gov/offices/enforcement/ofac/
programs/index.shtml, or as otherwise published from time to time.



“Sanctioned Person” means (a) a Person named on the  list of “Specially Designated
Nationals and Blocked Persons” maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/ index.shtml, or as otherwise  published from time
to time, or (b)(i) an agency of the government of a Sanctioned Country,  (ii) an organization
controlled by a Sanctioned Country or (iii) a person resident in a  Sanctioned Country, to the
extent subject to a sanctions program administered by OFAC.



“Scheduled Revolving Credit Termination Date” means  (a) with respect to the portion of
the Revolving Credit Commitments of the Revolving Credit Lenders that have not  been extended
pursuant to Section 2.20, October 21, 2016 and (b) with  respect to any other Revolving
Credit Commitments (including any Extended Revolving Credit Commitments and  Other Refinancing
Revolving Commitments), the maturity dates specified therefor in the applicable  Extension Amendment
or Refinancing Amendment.


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“Second Lien Agent” means the “Administrative  Agent” as defined in the Second Lien
Credit Agreement.



“Second Lien Credit Agreement” means the Second Lien  Credit Agreement, dated as of the
date hereof, among the Borrower, the Second Lien Agent, the Second Lien  Syndication Agent and the
Second Lien Lenders.




“Second Lien Lender” means a “Lender” as defined  in the Second Lien Credit Agreement.



“Second Lien Loan Documents” means the “Loan  Documents” as defined in the Second Lien
Credit Agreement.



“Second Lien Loans” means the “Term Loans” as  defined in the Second Lien Credit
Agreement.



“Second Lien Syndication Agent” means the  “Syndication Agent” as defined in the Second
Lien Credit Agreement.



“Secured Banking Services Obligations” means any and all  obligations of any Loan Party
to any Secured Banking Services Provider in an aggregate amount not to exceed  $5,000,000, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced  or acquired
(including all renewals, extensions and modifications thereof and substitutions  therefor) in
connection with Banking Services and expressly identified as being  “Secured Banking Services
Obligations” hereunder in a joint notice from such Loan Party and such  Person delivered to the
Administration Agent reasonably promptly after the execution of the relevant  Banking Services
Agreement, which joint notice shall specify the maximum amount of such  obligations that shall
constitute “Secured Banking Services Obligations” (which amount shall  not exceed $5,000,000 in the
aggregate for all Secured Banking Services Providers).



“Secured Banking Services Provider” means (a) a  Person who has entered into a Banking
Services Agreement with a Loan Party if such Banking Services Agreement was  provided or arranged by
GE Capital, ING or their respective Affiliates, and any assignee of such Person  or (b) a Lender or
an Affiliate of a Lender who has entered into a Banking Services Agreement with  a Loan Party (or a
Person who was a Lender or an Affiliate of a Lender at the time of execution  and delivery of the
Banking Services Agreement).



“Secured Hedging Agreement” means any Hedging Agreement  that (a) has been entered into
with a Secured Hedging Counterparty, (b) in the case of a Hedging  Agreement not entered into with
or provided or arranged by GE Capital, ING or their respective Affiliates, is  expressly identified
as being a “Secured Hedging Agreement” hereunder in a joint notice  from such Loan Party and such
Person delivered to the Administrative Agent reasonably promptly after the  execution of such
Hedging Agreement and (c) meets the requirements of  Section 8.1(f).



“Secured Hedging Counterparty” means (a) a Person who  has entered into a Hedging
Agreement with a Loan Party if such Hedging Agreement was provided or arranged  by GE Capital, ING
or their respective Affiliates, and any assignee of such Person or (b) a  Lender or an Affiliate of
a Lender who has entered into a Hedging Agreement with a Loan Party (or a  Person who was a Lender
or an Affiliate of a Lender at the time of execution and delivery of the  Hedging Agreement).


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“Secured Parties” means the Lenders, the L/C Issuers, the  Administrative Agent, any
Secured Hedging Counterparty, any Secured Banking Services Provider, each other  Indemnitee and any
other holder of any Obligation of any Loan Party.



“Security” means all Stock, Stock Equivalents, voting  trust certificates, bonds,
debentures, instruments and other evidence of Indebtedness, whether or not  secured, convertible or
subordinated, all certificates of interest, share or participation in, all  certificates for the
acquisition of, and all warrants, options and other rights to acquire, any of  the foregoing.



“Sell” means, with respect to any property, to sell,  convey, transfer, assign,
license, lease or otherwise dispose of, any interest therein or to permit any  Person to acquire any
such interest, including, in each case, through a Sale and Leaseback  Transaction or through a sale,
factoring at maturity, collection of or other disposal, with or without  recourse, of any notes or
accounts receivable. Conjugated forms thereof and the noun  “Sale” have correlative
meanings.



“Series A and Series B Preferred Stock” means  the Borrower’s Series A Preferred Stock
and Series B Preferred Stock in substantially the form attached as  Exhibit N-1 and
N-2, respectively.



“Solvent” means, with respect to the Borrower and its  Subsidiaries as of any date of
determination, that, as of such date, (a) the fair value of the assets of  the Borrower and its
Subsidiaries, on a consolidated basis, is greater than the total amount of  liabilities, including
contingent liabilities, of the Borrower and its Subsidiaries, on a consolidated  basis; (b) the
present fair saleable value of the assets of the Borrower and its Subsidiaries,  on a consolidated
basis, is not less than the amount that will be required to pay the probable  liability of the
Borrower and its Subsidiaries, on a consolidated basis, on their debts and  liabilities as they
become absolute and matured; (c) the Borrower and its Subsidiaries, on a  consolidated basis, are
not engaged in business or a transaction, and are not about to engage in  business or a transaction,
for which the Borrower’s and its Subsidiaries’ assets, on a  consolidated basis, would constitute
unreasonably small capital; and (d) the Borrower and its Subsidiaries do  not intend to, and do not
believe that they will, incur debts or liabilities, on a consolidated basis,  beyond their ability
to pay such debts and liabilities as they mature. For the purposes of this  definition, the amount
of any contingent liability at any time shall be computed as the amount that,  in light of all of
the facts and circumstances existing at such time, represents the amount that  can reasonably be
expected to become an actual or matured liability (irrespective of whether such  contingent
liabilities meet the criteria for accrual under Statement of Financial  Accounting Standard No. 5).



“Special Flood Hazard Area” means an area that FEMA’s  current flood maps indicate has
at least a one percent (1%) chance of a flood equal to or exceeding the base  flood elevation (a
100-year flood) in any given year.



“Specified Acquisition Agreement Representations” means  the representations and
warranties regarding the Borrower and its Subsidiaries set forth in the  Acquisition Agreement as
are material to the interests of the Lead Arrangers and the Lenders, but only  to the extent that
Verge or any of its Affiliates has the right to terminate Verge’s or  Verge’s Affiliates’
obligations under the Acquisition Agreement (or the right not to consummate the  Acquisition
pursuant to the Acquisition Agreement) as a result of a breach of such  representations and
warranties.




“Specified Equity Contribution” has the meaning specified  in Section 9.5.



“Specified Representations” means the representations and  warranties set forth in
Sections 4.1(a), 4.2(a)(i), 4.2(a)(ii)(A) and (B)  (only as it
relates to the execution, delivery and performance by each Loan Party of the  Loan Documents),
4.2(a)(iii) (only with respect to Governmental Authority consents),  4.2(b),
4.2(d), 4.6, 4.9(b), 4.11, 4.18, 4.21  (only with
respect to perfection and priority of the Administrative Agent’s Liens on  the Collateral) and
4.22.


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“Sponsors” means collectively, Oaktree Capital Management,  L.P. and the Gores Group,
LLC.




“Sponsor PIK Notes” has the meaning specified in  Section 3.1(d).



“SPV” means any special purpose funding vehicle (other  than a Disqualified Competitor)
identified as such in a writing by any Lender to the Administrative Agent.



“Stock” means all shares of capital stock (whether  denominated as common stock or
preferred stock), equity interests, beneficial, partnership or membership  interests, joint venture
interests, participations or other ownership or profit interests in or  equivalents (regardless of
how designated) of or in a Person (other than an individual), whether voting or  non-voting.



“Stock Equivalents” means all securities convertible into  or exchangeable for Stock or
any other Stock Equivalent and all warrants, options or other rights to  purchase, subscribe for or
otherwise acquire any Stock or any other Stock Equivalent, whether or not  presently convertible,
exchangeable or exercisable.



“Subordinated Debt” means any Indebtedness that is  subordinated to the payment in full
of the Obligations on terms and conditions satisfactory to the Administrative  Agent, including,
without limitation, any Indebtedness under the Sponsor PIK Notes (it being  understood and agreed
that the subordination provisions set forth in the Sponsor PIK Notes are  satisfactory to the
Administrative Agent).



“Subsidiary” means, with respect to any Person, any  corporation, partnership, joint
venture, limited liability company, association or other entity, the management  of which is,
directly or indirectly, controlled by, or of which an aggregate of more than  50% of the outstanding
Voting Stock is, at the time, owned or controlled directly or indirectly by,  such Person or one or
more Subsidiaries of such Person.




“Substitute Lender” has the meaning specified in  Section 2.18(a).



“Successful Syndication” shall have the meaning assigned  to such term in the Fee
Letter.




“SWDA” means the Solid Waste Disposal Act (42 U.S.C.  §§ 6901 et seq.).




“Swingline Commitment” means $2,500,000.



“Swingline Lender” means, each in its capacity as  Swingline Lender hereunder, GE
Capital or, upon the resignation of GE Capital as Administrative Agent  hereunder, any Lender (or
Affiliate or Approved Fund of any Lender) that agrees, with the approval of the  Administrative
Agent (or, if there is no such successor Administrative Agent, the Required  Lenders) and the
Borrower, to act as the Swingline Lender hereunder.




“Swingline Request” has the meaning specified in  Section 2.3(b).




“Swing Loan” has the meaning specified in  Section 2.3.




“Syndication Agent” has the meaning specified in the  preamble hereto.


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“Synthetic Lease” means any synthetic lease, tax retention  operating lease,
off-balance sheet loan or similar off-balance sheet financing arrangement  whereby the arrangement
is considered borrowed money indebtedness for tax purposes but is classified as  an operating lease
or does not otherwise appear on a balance sheet under GAAP.



“Tax Affiliate” means, (a) the Borrower and its  Subsidiaries and (b) any Affiliate of
the Borrower with which the Borrower files or is eligible to file consolidated,  combined or unitary
tax returns.




“Tax Returns” has the meaning specified in  Section 4.8.




“Taxes” has the meaning specified in  Section 2.17(a).



“Term Loan” has the meaning specified in  Section 2.1(b). Unless the context
shall otherwise require, the term “Term Loan” shall include any  Incremental Term Loan, Other Term
Loan, Extended Term Loan or Other Refinancing Term Loan.



“Term Loan Commitment” means, with respect to each Term  Loan Lender, the commitment of
such Lender to make Term Loans to the Borrower, which commitment is in the  amount set forth
opposite such Lender’s name on Schedule I under the caption  “Term Loan Commitment”,
as amended to reflect Assignments and as such amount may be reduced pursuant to  this Agreement. The
aggregate amount of the Term Loan Commitments on the date hereof equals  $155,000,000. Unless the
context shall otherwise require, the term “Term Loan Commitments”  shall include any Incremental
Term Loan Commitment and Extended Term Loan Commitment.



“Term Loan Facility” means the Term Loan Commitments and  the provisions herein related
to the Term Loans.



“Term Loan Lender” means each Lender that has a Term Loan  Commitment or that holds a
Term Loan.



“Title IV Plan” means a pension plan subject to Title IV  of ERISA, other than a
Multiemployer Plan, to which any Group Member incurs or otherwise has any  obligation or liability,
contingent or otherwise (including on account of an ERISA Affiliate).



“Trademarks” means all rights, title and interests (and  all related IP Ancillary
Rights) arising under any Requirement of Law in or relating to trademarks,  trade names, corporate
names, company names, business names, fictitious business names, trade styles,  service marks, logos
and other source or business identifiers and, in each case, all goodwill  associated therewith, all
registrations and recordations thereof and all applications in connection  therewith.



“Trade Secrets” means all right, title and interest (and  all related IP Ancillary
Rights) arising under any Requirement of Law in or relating to trade secrets.



“UCC” means the Uniform Commercial Code of any applicable  jurisdiction and, if the
applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform  Commercial Code as
in effect in the State of New York.



“Undisclosed Administration” means, in relation to a  Lender, the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee,  custodian or other similar
official by a supervisory authority or regulator under or based on the law in  the country where
such Lender is subject to home jurisdiction supervision if applicable law  requires that such
appointment is not to be publicly disclosed.


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“United States” means the United States of America.




“Unused Commitment Fee” has the meaning specified in  Section 2.11.




“Upfront Fee” has the meaning specified in the definition  of “All-In-Yield”.



“U.S. Lender Party” means each of the Administrative  Agent, each Lender, each L/C
Issuer, each SPV and each participant, in each case that is a Domestic Person.




“Verge” means Verge Media Companies, Inc, a Delaware  corporation.



“Voting Stock” means Stock of any Person having ordinary  power to vote in the election
of members of the board of directors, managers, trustees or other controlling  Persons, of such
Person (irrespective of whether, at the time, Stock of any other class or  classes of such entity
shall have or might have voting power by reason of the occurrence of any  contingency).



“Weighted Average Life to Maturity” means, when applied to  any Indebtedness at any
date, the number of years obtained by dividing: (a) the sum of the  products obtained by multiplying
(i) the amount of each then remaining installment, sinking fund, serial  maturity or other required
payments of principal, including payment at final maturity, in respect thereof,  by (ii) the number
of years (calculated to the nearest one-twelfth) that will elapse between such  date and the making
of such payment; by (b) the then outstanding principal amount of such  Indebtedness.



“Wholly Owned Subsidiary” of any Person means any  Subsidiary of such Person, all of
the Stock of which (other than nominal holdings and director’s qualifying  shares, including any
shares issued to foreign nationals to the extent required by applicable law) is  owned by such
Person, either directly or through one or more Wholly Owned Subsidiaries of  such Person.



“Withdrawal Liability” means, at any time, any liability  incurred (whether or not
assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such  time with respect to
any Multiemployer Plan pursuant to Section 4201 of ERISA.



“Working Capital” means, for any Person at any date, its  Consolidated Current Assets
at such date minus its Consolidated Current Liabilities at such date.



Section 1.2 UCC Terms. The following terms have the meanings  given to them in the
applicable UCC: “commodity account”, “commodity contract”,  “commodity intermediary”, “deposit
account”, “entitlement holder”, “entitlement order”,  “equipment”, “financial asset”, “general
intangible”, “goods”, “instruments”,  “inventory”, “securities account”, “securities  intermediary”
and “security entitlement”.



Section 1.3 Accounting Terms and Principles. (a) GAAP.  Except as set forth in
any Loan Document, all accounting terms not specifically defined herein shall  be construed in
accordance with GAAP (except for the term “property”, which shall be  interpreted as broadly as
possible, including, in any case, cash, Securities, other assets, rights under  Contractual
Obligations and Permits and any right or interest in any property). No change  in the accounting
principles used in the preparation of any Financial Statement hereafter adopted  by the Borrower
shall be given effect if such change would affect a calculation that measures  compliance with any
provision


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hereof
unless the Borrower, the Administrative Agent and the Required Lenders agree to
modify such provisions to reflect such changes in GAAP and, unless such  provisions are modified,
all Financial Statements, Compliance Certificates and similar documents  provided hereunder shall be
provided together with a reconciliation between the calculations and amounts  set forth therein
before and after giving effect to such change in GAAP. For the avoidance of  doubt, notwithstanding
any change in generally accepted accounting principles after the Closing Date  that would require
lease obligations that would be treated as operating leases as of the Closing  Date to be classified
and accounted for as Capital Leases or otherwise reflected on the  Borrower’s consolidated balance
sheet, such obligations shall continue to be excluded from the definition of  Indebtedness.
Notwithstanding any other provision contained herein, all terms of an  accounting or financial
nature used herein shall be construed, and all computations of amounts and  ratios referred to
herein shall be made, without giving effect to any election under Statement of  Financial Accounting
Standards 159 (or any other Financial Accounting Standard having a similar  result or effect) to
value any Indebtedness or other liabilities of any Loan Party or any Subsidiary  of any Loan Party
at “fair value.” Subject to Section 9.5, a breach of a  financial covenant contained in
Article 5 shall be deemed to have occurred as of the last day of  any specified measurement
period, regardless of when the financial statements reflecting such breach are  delivered to the
Administrative Agent.




(b) Pro Forma. All components of financial calculations  made to determine
compliance with Article 5 or otherwise shall be adjusted on a Pro  Forma Basis to
include or exclude, as the case may be, without duplication, such components of  such
calculations attributable to any Pro Forma Transaction consummated after the  first day of
the applicable period of determination and prior to the end of such period, as  determined in
good faith by the Borrower based on assumptions expressed therein and that were  reasonable
based on the information available to the Borrower at the time such assumptions  were made.



Section 1.4 Payments. The Administrative Agent may set up  standards and procedures to
determine or redetermine the equivalent in Dollars of any amount expressed in  any currency other
than Dollars and otherwise may, but shall not be obligated to, rely on any  determination made by
any Loan Party or any L/C Issuer. Any such determination or redetermination by  the Administrative
Agent shall be conclusive and binding for all purposes, absent manifest error.  No determination or
redetermination by any Secured Party or Loan Party and no other currency  conversion shall change or
release any obligation of any Loan Party or of any Secured Party (other than  the Administrative
Agent and its Related Persons) under any Loan Document, each of which agrees to  pay separately for
any shortfall remaining after any conversion and payment of the amount as  converted. The
Administrative Agent may round up or down, and may set up appropriate  mechanisms to round up or
down, any amount hereunder to nearest higher or lower amounts and may determine  reasonable de
minimis payment thresholds.




Section 1.5 Interpretation.




(a) Certain Terms. The terms “herein”,  “hereof” and similar
terms refer to this Agreement as a whole. In the computation of periods of time  from a
specified date to a later specified date in any Loan Document, the terms  “from”
means “from and including” and the words “to” and  “until” each mean “to but
excluding” and the word “through” means “to and  including.” In any other case, the
term “including” when used in any Loan Document means  “including without
limitation.” The term “documents” means all writings,  however evidenced and whether
in physical or electronic form, including all documents, instruments,  agreements, notices,
demands, certificates, forms, financial statements, opinions and reports. The  term
“incur” means incur, create, make, issue, assume or otherwise  become directly or
indirectly liable in respect of or responsible for, in each case whether  directly or
indirectly, and the terms “incurrence” and “incurred” and  similar derivatives shall have
correlative meanings.


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(b) Certain References. Unless otherwise expressly  indicated, references (i) in
this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the  appropriate
Exhibit or Schedule to, or Article, Section or clause in, this Agreement and  (ii) in any
Loan Document, to (A) any agreement shall include, without limitation, all  exhibits,
schedules, appendixes and annexes to such agreement and, unless the prior  consent of any
Secured Party required therefor is not obtained, all amendments, restatements,  extensions,
waivers, supplements and other modifications thereto and made in accordance  with the terms
thereof, and if entered into subsequent to the Closing Date and if applicable,  in accordance
with the terms hereof and the other Loan Documents, (B) any Requirements  of Law shall be to
such Requirements of Law as modified from time to time and to any successor  legislation
thereto, in each case as in effect at the time any such reference is operative  and (C) any
time of day shall be a reference to New York time (unless otherwise stated  herein). Titles
of articles, sections, clauses, exhibits, schedules and annexes contained in  any Loan
Document are without substantive meaning or content of any kind whatsoever and  are not a
part of the agreement between the parties hereto. Unless otherwise expressly  indicated, the
meaning of any term defined (including by reference) in any Loan Document shall  be equally
applicable to both the singular and plural forms of such term. The term  “enforceability” and
its derivatives when used to describe the enforceability of an agreement shall  mean that
such agreement is enforceable except as enforceability may be limited by  applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting  the enforcement
of creditors’ rights generally and by general equitable principles  (whether enforcement is
sought by proceeds in equity or at law).




(c) Laws. References to any statute or regulation may  be made by using either
the common or public name thereof or a specific citation reference and are to  be construed
as including all statutory and regulatory provisions relating thereto or  consolidating,
amending, replacing, supplementing or interpreting the statute or regulation.




(d) Deliveries. Notwithstanding anything herein to the  contrary, whenever any
document, agreement or other item (other than any payment) is required by any  Loan Document
to be delivered on a day that is not a Business Day, the due date thereof shall  be extended
to the next succeeding Business Day.




(e) Intercreditor Agreement. Any reference herein or in  any other Loan Document
(other than in the Intercreditor Agreement) to the “Intercreditor  Agreement” shall mean the
Intercreditor Agreement as in effect on the date hereof and any amendment,  restatement,
supplement or other modification thereto a copy of which has been delivered to  the Borrower.



ARTICLE 2

THE FACILITIES




Section 2.1 The Commitments. (a) Revolving Credit  Commitments. On the terms
and subject to the conditions contained in this Agreement, each Revolving  Credit Lender severally,
but not jointly, agrees to make loans in Dollars (each a “Revolving  Loan”) to the Borrower
from time to time on any Business Day during the period from the date hereof  until the applicable
Revolving Credit Termination Date in an aggregate principal amount at any time  outstanding for all
such loans by such Lender not to exceed such Lender’s Revolving Credit  Commitment;
provided, however, that at no time shall any Revolving Credit  Lender be obligated
to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the  amount by which the then
effective Revolving Credit Commitments exceeds the aggregate Revolving Credit  Outstandings at such
time. Within the limits set forth in the first sentence of this clause  (a), amounts of
Revolving Loans repaid may be reborrowed under this Section 2.1.


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(b) Term Loan Commitments. On the terms and subject to  the conditions contained
in this Agreement, each Term Loan Lender severally, but not jointly, agrees to  make a loan
(each a “Term Loan”) in Dollars to the Borrower on the Closing  Date, in an amount
not to exceed such Lender’s Term Loan Commitment. Amounts of Term Loans  repaid may not be
reborrowed.




(c) Incremental Term Loan Commitments. On the terms and  subject to the
conditions contained in this Agreement and in the applicable Incremental Term  Loan
Assumption Agreement, each Lender having an Incremental Term Loan Commitment  severally, but
not jointly, agrees to make Incremental Term Loans to the Borrower, in an  amount not to
exceed such Lender’s Incremental Term Loan Commitment. Amounts of  Incremental Term Loans
repaid may not be reborrowed.



Section 2.2 Borrowing Procedures. (a) Notice From the  Borrower. Each Borrowing
shall be made on notice given by the Borrower to the Administrative Agent not  later than 12:00 p.m.
on (i) the first Business Day, in the case of a Borrowing of Base Rate  Loans and (ii) the third
Business Day, in the case of a Borrowing of Eurodollar Rate Loans, prior to the  date of the
proposed Borrowing. Each such notice may be made in a writing substantially in  the form of
Exhibit C (a “Notice of Borrowing”) duly completed  or by telephone if confirmed
promptly, but in any event within one Business Day and prior to such Borrowing,  with such a Notice
of Borrowing. Loans shall be made as Base Rate Loans unless, outside of a  suspension period
pursuant to Section 2.15, the Notice of Borrowing specifies that  all or a portion thereof
shall be Eurodollar Rate Loans. Each Borrowing of Revolving Loans shall be in  an aggregate amount
that is an integral multiple of $100,000.




(b) Notice to Each Lender. The Administrative Agent  shall give to each Lender
prompt notice of the Administrative Agent’s receipt of a Notice of  Borrowing and, if
Eurodollar Rate Loans are properly requested in such Notice of Borrowing,  prompt notice of
the applicable interest rate. Each Lender shall, before 12:00 p.m. on the  date of the
proposed Borrowing, make available to the Administrative Agent at its address  referred to in
Section 11.11, such Lender’s Pro Rata Share of such proposed  Borrowing. Upon
fulfillment or due waiver (i) on the Closing Date, of the applicable  conditions set forth in
Section 3.1 and (ii) any time after (but not including) the  Closing Date, of the
applicable conditions set forth in Section 3.2, the Administrative  Agent shall make
such funds available to the Borrower.




(c) Non-Funding Lenders.




(i) Unless the Administrative Agent shall have received  notice from any Lender
prior to the date such Lender is required to make any payment hereunder with  respect
to any Loan or any participation in any Swing Loan or Letter of Credit that  such
Lender will not make such payment (or any portion thereof) available to the
Administrative Agent, the Administrative Agent may assume that such Lender has  made
such payment available to the Administrative Agent on the date such payment is
required to be made in accordance with this Article 2 and the  Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on  such
date a corresponding amount; provided that nothing herein or in any other Loan
Document shall be deemed to require the Administrative Agent to advance funds  on
behalf of any Lender. The Borrower agrees to repay to the Administrative Agent  on
demand such amount (until repaid by such Lender) with interest thereon for each  day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at the interest rate applicable  to the
Obligation that would have been created when the Administrative Agent made  available
such amount to the Borrower had such Lender made a corresponding payment  available;
provided, however, that such payment shall not relieve such  Lender
of any obligation it may have to the Borrower, the Swingline Lender or any L/C
Issuer. The failure of a Non-Funding Lender to make any Revolving Loan, to fund  any
purchase of any participation to be made or funded by it or to make any other
payment required to be made by it under the Loan Documents, in each case on the  date
specified therefore, shall not relieve any other Lender of its obligations to  make
such loan, fund the purchase of such participation or make any other such  payment
under any Loan Document on such date, but neither the Administrative Agent nor,
other than as expressly set forth herein, any Lender shall be responsible for  the
failure of any Non-Funding Lender to make a Loan, fund the purchase of a
participation or make any other payment required under any Loan Document.


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(ii) Reallocation. If any Revolving Credit Lender is a  Non-Funding
Lender, all or a portion of such Non-Funding Lender’s L/C Obligations  (unless such
Lender is the L/C Issuer that Issued such Letter of Credit) and reimbursement
obligations with respect to Swing Loans shall, (A) at the Administrative  Agent’s
election at any time or upon any L/C Issuer’s or Swingline Lender’s,  as applicable,
written request delivered to the Administrative Agent (whether before or after  the
occurrence of any Default or Event of Default) or (B) upon the  Borrower’s written
request delivered to the Administrative Agent if no Event of Default has  occurred
and is continuing, be reallocated to and assumed by the Revolving Credit  Lenders
that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance  with
their Pro Rata Share of the Revolving Credit Commitment (calculated as if the
Non-Funding Lender’s Pro Rata Share was reduced to zero and each other  Revolving
Credit Lender’s Pro Rata Share had been increased proportionately),  provided that no
Revolving Credit Lender shall be reallocated any such amounts or be required to  fund
any amounts that would cause the sum of its outstanding Revolving Loans,  outstanding
L/C Obligations, amounts of its participations in Swing Loans and its pro rata  share
of unparticipated amounts in Swing Loans to exceed its Revolving Credit  Commitment.




(iii) Voting Rights. Notwithstanding anything herein to  the contrary,
including Section 11.1, a Non-Funding Lender shall not have any  voting or
consent rights under or with respect to any Loan Document or constitute a  “Lender”
or a “Revolving Lender” (or be, or have its Loans or Commitments,  included in the
determination of “Required Lenders,” “Required Revolving Credit  Lenders” or “Lenders
directly affected” pursuant to Section 11.1) for any voting or  consent
rights under or with respect to any Loan Document; provided that (A) the  Commitment
of a Non-Funding Lender may not be increased, extended or reinstated,  (B) the
principal of a Non-Funding Lender’s Loans may not be reduced or forgiven  and (C) the
interest rate applicable to Obligations owing to a Non-Funding Lender may not  be
reduced, in each case without the consent of such Non-Funding Lender. For the
purposes of determining Required Lenders and Required Revolving Credit Lenders,  the
Loans and Commitments held by Non-Funding Lenders shall be excluded from the  total
Loans and Commitments outstanding.


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(iv) Borrower Payments to a Non-Funding Lender. The  Administrative
Agent shall be entitled to hold, in a non-interest bearing account, all  payments
received by the Administrative Agent for the benefit of any Non-Funding Lender
pursuant to this Agreement as cash collateral. The Administrative Agent is  hereby
authorized to use such cash collateral to pay in full the Aggregate Excess  Funding
Amount to the appropriate Secured Parties, and then, to hold as cash collateral  the
amount of such Non-Funding Lender’s pro rata share, without giving effect  to any
reallocation pursuant to Section 2.2(c)(ii), of all L/C Obligations  until
the Obligations are paid in full in cash, all L/C Obligations have been  discharged
or cash collateralized and all Commitments have been terminated. Upon any such
unfunded obligations owing by a Non-Funding Lender becoming due and payable,  the
Administrative Agent shall be authorized to use such cash collateral to make  such
payment on behalf of such Non-Funding Lender. With respect to such Non-Funding
Lender’s failure to fund Revolving Loans or purchase participations in  Letters of
Credit or L/C Obligations, any amounts applied by the Administrative Agent to
satisfy such funding shortfalls shall be deemed to constitute a Revolving Loan  or
amount of the participation required to be funded and, if necessary to  effectuate
the foregoing, the other Revolving Credit Lenders shall be deemed to have sold,  and
such Non-Funding Lender shall be deemed to have purchased, Revolving Loans or  Letter
of Credit participation interests from the other Revolving Credit Lenders until  such
time as the aggregate amount of the Revolving Loans and participations in  Letters of
Credit and L/C Obligations are held by the Revolving Credit Lenders in  accordance
with their Pro Rata Shares of the Revolving Credit Commitment. Any amounts  owing by
a Non-Funding Lender to the Administrative Agent which are not paid when due  shall
accrue interest at the interest rate applicable during such period to Revolving
Loans that are Base Rate Loans. In the event that the Administrative Agent is
holding cash collateral of a Non-Funding Lender that cures pursuant to  clause
(iv) below or ceases to be a Non-Funding Lender pursuant to the definition  of
Non-Funding Lender, the Administrative Agent shall return the unused portion of  such
cash collateral to such Lender. The “Aggregate Excess Funding Amount”  of a
Non-Funding Lender shall be the aggregate amount of (A) all unpaid  obligations owing
by such Lender to the Administrative Agent, L/C Issuers, Swingline Lender, and  other
Lenders under the Loan Documents, including such Lender’s pro rata share  of all
Revolving Loans, L/C Obligations, Swing Loans, plus, without  duplication,
(B) all amounts of such Non-Funding Lender’s L/C Obligations and  reimbursement
Obligations with respect to Swing Loans reallocated to other Lenders pursuant  to
Section 2.2(c)(ii).




(v) Cure. A Lender may cure its status as a Non-Funding  Lender under
clause (a) of the definition of Non-Funding Lender if such Lender fully  pays
to the Administrative Agent, on behalf of the applicable Secured Parties, the
Aggregate Excess Funding Amount, plus all interest due thereon. Any such cure  shall
not relieve any Lender from liability for breaching its contractual obligations
hereunder.




(vi) Fees. A Lender that is a Non-Funding Lender  pursuant to clause
(a) of the definition of Non-Funding Lender shall not earn and shall not be
entitled to receive, and the Borrower shall not be required to pay, such  Lender’s
portion of the Unused Commitment Fee during the time such Lender is a  Non-Funding
Lender pursuant to clause (a) thereof. In the event that any  reallocation of
L/C Obligations occurs pursuant to Section 2.2(c)(ii)), during the  period of
time that such reallocation remains in effect, the Letter of Credit Fee payable  with
respect to such reallocated portion shall be payable to (A) all Revolving  Credit
Lenders based on their pro rata share of such reallocation or (B) to the  L/C Issuer
for any remaining portion not reallocated to any other Revolving Credit  Lenders.


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Section 2.3 Swing Loans. (a) Availability. On the terms  and subject to the
conditions contained in this Agreement, the Swingline Lender shall make loans  in Dollars (each a
“Swing Loan”) available to the Borrower under the Revolving  Credit Facility from time to
time on any Business Day during the period from the date hereof until the  Revolving Credit
Termination Date in an aggregate principal amount at any time outstanding not  to exceed its
Swingline Commitment; provided, however, that the Swingline  Lender may not make any
Swing Loan (x) to the extent that after giving effect to such Swing Loan,  the aggregate Revolving
Credit Outstandings would exceed the Revolving Credit Commitments and  (y) in the period commencing
on the first Business Day after it receives notice from the Administrative  Agent or the Required
Revolving Credit Lenders that one or more of the conditions precedent contained  in Section
3.2 are not satisfied and ending when such conditions are satisfied or duly  waived. In
connection with the making of any Swing Loan, the Swingline Lender may but  shall not be required to
determine that, or take notice whether, the conditions precedent set forth in  Section 3.2
have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and  must be repaid in full
on the earliest of (i) the funding date of any Borrowing of Revolving  Loans and (ii) the Revolving
Credit Termination Date. Within the limits set forth in the first sentence of  this clause
(a), amounts of Swing Loans repaid may be reborrowed under this clause  (a).




(b) Borrowing Procedures. In order to request a Swing  Loan, the Borrower shall
give to the Administrative Agent a notice to be received not later than  12:00 p.m. on the
day of the proposed borrowing, which may be made in a writing substantially in  the form of
Exhibit D duly completed (a “Swingline Request”)  or by telephone if
confirmed promptly but, in any event, prior to such borrowing, with such a  Swingline
Request. In addition, if any Notice of Borrowing requests a Borrowing of Base  Rate Loans,
the Swing Line Lender may, notwithstanding anything else to the contrary in  Section
2.2, make a Swing Loan available to the Borrower in an aggregate amount not  to exceed
such proposed Borrowing, and the aggregate amount of the corresponding proposed  Borrowing
shall be reduced accordingly by the principal amount of such Swing Loan. The  Administrative
Agent shall promptly notify the Swingline Lender of the details of the  requested Swing Loan.
Upon receipt of such notice and subject to the terms of this Agreement, the  Swingline Lender
shall make a Swing Loan available to the Borrower by making the proceeds  thereof available
to the Administrative Agent and, in turn, the Administrative Agent shall make  such proceeds
available to the Borrower on the date set forth in the relevant Swingline  Request.




(c) Refinancing Swing Loans. The Swingline Lender may  at any time forward a
demand to the Administrative Agent (which the Administrative Agent shall, upon  receipt,
forward to each Revolving Credit Lender) that each Revolving Credit Lender pay  to the
Administrative Agent, for the account of the Swingline Lender, such Revolving  Credit
Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans  (as such amounts
may be increased pursuant to Section 2.2 (c)(ii)). Each Revolving  Credit Lender
shall pay such Pro Rata Share to the Administrative Agent for the account of  the Swingline
Lender. Upon receipt by the Administrative Agent of such payment (other than  during the
continuation of any Event of Default under Section 9.1(e)), such  Revolving Credit
Lender shall be deemed to have made a Revolving Loan to the Borrower, which,  upon receipt of
such payment by the Swingline Lender from the Administrative Agent, the  Borrower shall be
deemed to have used in whole to refinance such Swing Loan. In addition,  regardless of
whether any such demand is made, upon the occurrence of any Event of Default  under
Section 9.1(e), each Revolving Credit Lender shall be deemed to  have acquired,
without recourse or warranty, an undivided interest and participation in each  Swing Loan in
an amount equal to such Lender’s Pro Rata Share of such Swing Loan. If any  payment made by
any Revolving Credit Lender as a result of any such demand is not deemed a  Revolving Loan,
such payment shall be deemed a funding by such Lender of such participation.  Such
participation shall not be otherwise required to be funded. Upon receipt by the  Swingline
Lender of any payment from any Revolving Credit Lender pursuant to this  clause (c)
with respect to any portion of any Swing Loan, the Swingline Lender shall  promptly pay over
to such Revolving Credit Lender all payments of principal (to the extent  received after such
payment by such Lender) and interest (to the extent accrued with respect to  periods after
such payment) received by the Swingline Lender with respect to such portion.


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(d) Obligation to Fund Absolute. Each Revolving Credit  Lender’s obligations
pursuant to clause (c) above shall be absolute, unconditional and  irrevocable and
shall be performed strictly in accordance with the terms of this Agreement  under any and all
circumstances whatsoever, including (A) the existence of any setoff,  claim, abatement,
recoupment, defense or other right that such Lender, any Affiliate thereof or  any other
Person may have against the Swing Loan Lender, any other Secured Party or any  other Person,
(B) the failure of any condition precedent set forth in  Section 3.2 to be satisfied
or the failure of the Borrower to deliver any notice set forth in  Section 2.2(a)
(each of which requirements the Revolving Credit Lenders hereby irrevocably  waive) and (C)
any adverse change in the condition (financial or otherwise) of any Loan Party.




(e) Extensions. If the Maturity Date shall have  occurred in respect of any
tranche of Revolving Credit Commitments (such Maturity Date, the  “Earlier Revolving
Commitment Maturity Date”) at a time when another tranche or tranches  of Revolving
Credit Commitments is or are in effect with a longer Maturity Date, then, on  such Earlier
Revolving Commitment Maturity Date, all then outstanding Swing Loans shall be  repaid in full
(and there shall be no adjustment to the participations in such Swing Loans as  a result of
the occurrence of such Earlier Revolving Maturity Date); provided, however,  that if on the
occurrence of such Earlier Revolving Commitment Maturity Date (after giving  effect to any
repayments of Revolving Loans and any reallocation of Letter of Credit  participations as
contemplated in Section 2.4(h)), there shall exist sufficient  unutilized Extending
Revolving Credit Commitments so that the respective outstanding Swing Loans  could be
incurred pursuant to such Extended Revolving Credit Commitments which will  remain in effect
after the occurrence of such Earlier Revolving Commitment Maturity Date, then  there shall be
an automatic adjustment on such date of the risk participations of each  Revolving Credit
Lender that is an Extending Revolving Credit Lender and such outstanding Swing  Loans shall
be deemed to have been incurred solely pursuant to the relevant Extended  Revolving Credit
Commitments and such Swing Loans shall not be so required to be repaid in full  on such
Earlier Revolving Commitment Maturity Date.




(f) Non-Funding Lenders; Impacted Lenders.  Notwithstanding anything else to the
contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, the  Swingline
Lender shall not be obligated to make any Swing Loan unless (i) the  Non-Funding Lender or
Impacted Lender has been replaced in accordance with Section 2.18  or Section
11.2, (ii) the reimbursement obligations with respect to Swing Loans  of such Non-Funding
Lender or Impacted Lender have been cash collateralized, (iii) the  Revolving Credit
Commitments of the other Revolving Credit Lenders have been increased by an  amount
sufficient to satisfy the Administrative Agent that all future reimbursement  obligations
with respect to Swing Loans will be covered by all Revolving Credit Lenders  that are not
Non-Funding Lenders or Impacted Lenders, or (iv) the reimbursement  obligations with respect
to Swing Loans of such Non-Funding Lender or Impacted Lender have been  reallocated to other
Revolving Credit Lenders in a manner consistent with  Section 2.2(c)(ii).



CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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Section 2.4 Letters of Credit. (a) Commitment and  Conditions. On the terms and
subject to the conditions contained herein, each L/C Issuer agrees to Issue, at  the request of the
Borrower, in accordance with such L/C Issuer’s usual and customary  business practices, and for the
account of the Borrower (or, as long as the Borrower remains responsible for  the payment in full of
all amounts drawn thereunder and related fees, costs and expenses, for the  account of any Group
Member), Letters of Credit (denominated in Dollars) from time to time on any  Business Day during
the period from the Closing Date through the earlier of the Revolving Credit  Termination Date and 7
days prior to the Scheduled Revolving Credit Termination Date; provided,  however,
that such L/C Issuer shall not be under any obligation to Issue any Letter of  Credit upon the
occurrence of any of the following, after giving effect to such Issuance:



(i) (A) the aggregate Revolving Credit Outstandings would  exceed the aggregate
Revolving Credit Commitments or (B) the L/C Obligations for all Letters of  Credit
would exceed the L/C Sublimit;




(ii) the expiration date of such Letter of Credit  (A) is not a Business Day,
(B) is more than one year after the date of Issuance thereof or  (C) is later than 7
days prior to the Scheduled Revolving Credit Termination Date; provided,
however, that any Letter of Credit with a term not exceeding one year  may
provide for its renewal for additional periods not exceeding one year as long  as (x)
each of the Borrower and such L/C Issuer have the option to prevent such  renewal
before the expiration of such term or any such period and (y) neither such  L/C
Issuer nor the Borrower shall permit any such renewal to extend such expiration  date
beyond the date set forth in clause (C) above; provided, further,  however,
that any Letter of Credit may have an expiration date beyond the date set forth  in
clause (C) to the extent such Letter of Credit is cash collateralized in a  manner
acceptable to the L/C Issuer in its sole discretion (provided that cash
collateralization of 105% of the face amount shall be deemed to be an  acceptable
amount of cash collateral); or




(iii) (A) any fee due in connection with, and on or prior  to, such Issuance has
not been paid, (B) such Letter of Credit is requested to be Issued in a  form that is
not reasonably acceptable to such L/C Issuer or (C) such L/C Issuer shall  not have
received, each in form and substance acceptable to it and duly executed by the
Borrower (and, if such Letter of Credit is Issued for the account of any other  Group
Member, such Group Member), the documents that such L/C Issuer generally uses  in the
ordinary course of its business for the Issuance of letters of credit of the  type of
such Letter of Credit (collectively, the “L/C Reimbursement  Agreement”).



Furthermore, GE  Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own  name
and may only Issue Letters of Credit to the extent permitted by Requirements of  Law, and such
Letters of Credit may not be acceptable by certain beneficiaries such as  insurance companies. For
each such Issuance, the applicable L/C Issuer may, but shall not be required  to, determine that, or
take notice whether, the conditions precedent set forth in  Section 3.2 have been satisfied
or waived in connection with the Issuance of any Letter of Credit;  provided,
however, that no Letter of Credit shall be Issued during the period  starting on the first
Business Day after the receipt by such L/C Issuer of notice from the  Administrative Agent or the
Required Revolving Credit Lenders that any condition precedent contained in  Section 3.2 is
not satisfied and ending on the date all such conditions are satisfied or duly  waived.



Notwithstanding  anything else to the contrary herein, if any Lender is a Non-Funding Lender or
Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit  unless (i) the
Non-Funding Lender or Impacted Lender has been replaced in accordance with  Section 2.18 or
Section 11.2, (ii) the L/C Obligations of such Non-Funding  Lender or Impacted Lender have
been cash collateralized, (iii) the Revolving Credit Commitments of the  other Revolving Credit
Lenders have been increased by an amount sufficient to satisfy the  Administrative Agent that all
future L/C Obligations will be covered by all Revolving Credit Lenders that are  not Non-Funding
Lenders or Impacted Lenders, or (iv) the L/C Obligations of such  Non-Funding Lender or Impacted
Lender have been reallocated to other Revolving Credit Lenders in a manner  consistent with
Section 2.2(c)(ii).


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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(b) Notice of Issuance. The Borrower shall give the  relevant L/C Issuer and the
Administrative Agent a notice of any requested Issuance of any Letter of  Credit, which shall
be effective only if received by such L/C Issuer and the Administrative Agent  not later than
12:00 p.m. on the third Business Day prior to the date of such requested  Issuance (or such
shorter period as may be agreed by the L/C Issuer). Such notice may be made in  a writing
substantially the form of Exhibit E duly completed or in a writing  in any other form
acceptable to such L/C Issuer (an “L/C Request”) or by  telephone if confirmed
promptly, but in any event within one Business Day and prior to such Issuance,  with such an
L/C Request.




(c) Reporting Obligations of L/C Issuers. Each L/C  Issuer agrees to provide the
Administrative Agent (which, after receipt, the Administrative Agent shall  provide to each
Revolving Credit Lender), in form and substance reasonably satisfactory to the
Administrative Agent, each of the following on the following dates: (i) on  or prior to (A)
any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing  under any such
Letter of Credit or (C) any payment (or failure to pay when due) by the  Borrower of any
related L/C Reimbursement Obligation, notice thereof, which shall contain a  reasonably
detailed description of such Issuance, drawing or payment, (ii) upon the  request of the
Administrative Agent (or any Revolving Credit Lender through the Administrative  Agent),
copies of any Letter of Credit Issued by such L/C Issuer and any related L/C  Reimbursement
Agreement and such other documents and information as may reasonably be  requested by the
Administrative Agent and (iii) on the first Business Day of each calendar  week, a schedule
of the Letters of Credit Issued by such L/C Issuer, in form and substance  reasonably
satisfactory to the Administrative Agent, setting forth the L/C Obligations for  such Letters
of Credit outstanding on the last Business Day of the previous calendar week.




(d) Acquisition of Participations. Upon any Issuance of  a Letter of Credit in
accordance with the terms of this Agreement resulting in any increase in the  L/C
Obligations, each Revolving Credit Lender shall be deemed to have acquired,  without recourse
or warranty, an undivided interest and participation in such Letter of Credit  and the
related L/C Obligations in an amount equal to such Lender’s Pro Rata Share  of such L/C
Obligations.




(e) Reimbursement Obligations of the Borrower. The  Borrower agrees to pay to
the L/C Issuer of any Letter of Credit, or to the Administrative Agent for the  benefit of
such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such  Letter of
Credit no later than the first Business Day after the Borrower receives notice  from such L/C
Issuer or from the Administrative Agent that payment has been made under such  Letter of
Credit or that such L/C Reimbursement Obligation is otherwise due (the  “L/C
Reimbursement Date”) with interest thereon computed as set forth in  clause (i)
below. In the event that any L/C Issuer incurs any L/C Reimbursement  Obligation not
repaid by the Borrower as provided in this clause (e) (or any such  payment by the
Borrower is rescinded or set aside for any reason), such L/C Issuer shall  promptly notify
the Administrative Agent of such failure (and, upon receipt of such notice, the
Administrative Agent shall forward a copy to each Revolving Credit Lender) and,  irrespective
of whether such notice is given, such L/C Reimbursement Obligation shall be  payable on
demand by the Borrower with interest thereon computed (i) from the date on  which such L/C
Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest  rate
applicable during such period to Revolving Loans that are Base Rate Loans and  (ii)
thereafter until payment in full, at the interest rate applicable during such  period to past
due Revolving Loans that are Base Rate Loans.


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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(f) Reimbursement Obligations of the Revolving Credit  Lenders. Upon receipt of
the notice described in clause (e) above from the Administrative Agent,  each
Revolving Credit Lender shall pay to the Administrative Agent for the account  of such L/C
Issuer its Pro Rata Share of such L/C Reimbursement Obligation (as such amount  may be
increased pursuant to Section 2.2(c)(ii)). By making such payment  (other than during
the continuation of an Event of Default under Section 9.1(e)), such  Lender shall be
deemed to have made a Revolving Loan to the Borrower, which, upon receipt  thereof by the
Administrative Agent, for the benefit of such L/C Issuer, the Borrower shall be  deemed to
have used in whole to repay such L/C Reimbursement Obligation. Any such payment  that is not
deemed a Revolving Loan shall be deemed a funding by such Lender of its  participation in the
applicable Letter of Credit and the related L/C Obligations. Such participation  shall not
otherwise be required to be funded. Following receipt by any L/C Issuer of any  payment from
any Lender pursuant to this clause (f) with respect to any portion of  any L/C
Reimbursement Obligation, such L/C Issuer shall promptly pay to the  Administrative Agent,
for the benefit of such Lender, all amounts received by such L/C Issuer (or to  the extent
such amount shall have been received by the Administrative Agent for the  benefit of such L/C
Issuer, the Administrative Agent shall promptly pay to such Lender all amounts  received by
the Administrative Agent for the benefit of such L/C Issuer) with respect to  such portion.




(g) Obligations Absolute. The obligations of the  Borrower and the Revolving
Credit Lenders pursuant to clauses (d), (e) and (f) above  shall be
absolute, unconditional and irrevocable and performed strictly in accordance  with the terms
of this Agreement irrespective of (i) (A) the invalidity or  unenforceability of any term or
provision in any Letter of Credit, any document transferring or purporting to  transfer a
Letter of Credit, any Loan Document (including the sufficiency of any such  instrument), or
any modification to any provision of any of the foregoing, (B) any  document presented under
a Letter of Credit being forged, fraudulent, invalid, insufficient or  inaccurate in any
respect or failing to comply with the terms of such Letter of Credit or  (C) any loss or
delay, including in the transmission of any document, (ii) the existence  of any setoff,
claim, abatement, recoupment, defense or other right that any Person (including  any Group
Member) may have against the beneficiary of any Letter of Credit or any other  Person,
whether in connection with any Loan Document or any other Contractual  Obligation or
transaction, or the existence of any other withholding, abatement or reduction,  (iii) in the
case of the obligations of any Revolving Credit Lender, (A) the failure of  any condition
precedent set forth in Section 3.2 to be satisfied (each of which  conditions
precedent the Revolving Credit Lenders hereby irrevocably waive) or  (B) any adverse change
in the condition (financial or otherwise) of any Loan Party and (iv) any  other act or
omission to act or delay of any kind of any Secured Party or any other Person  or any other
event or circumstance whatsoever, whether or not similar to any of the  foregoing, that
might, but for the provisions of this Section 2.4, constitute a  legal or equitable
discharge of any obligation of the Borrower or any Revolving Credit Lender  hereunder.




(h) Extensions. If the Maturity Date in respect of any  tranche of Revolving
Credit Commitments occurs prior to the expiration of any Letter of Credit, then  (i) if one
or more other tranches of Revolving Credit Commitments in respect of which the  Maturity Date
shall not have occurred are then in effect, such Letters of Credit shall  automatically be
deemed to have been issued (including for purposes of the obligations of the  Revolving
Credit Lenders to purchase participations therein and to make Revolving Loans  and payments
in respect thereof pursuant to Section 2.4(e)) under (and ratably  participated in by
Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in  respect of such
non-terminating tranches up to an aggregate amount not to exceed the aggregate  principal
amount of the unutilized Revolving Credit Commitments thereunder at such time  (it being
understood that no partial face amount of any Letter of Credit may be so  reallocated) and
(ii) to the extent not reallocated pursuant to immediately preceding  clause (i), the
Borrower shall cash collateralize any such Letter of Credit in accordance with  Section
9.3. Except to the extent of reallocations of participations pursuant to  clause
(i) of the immediately preceding sentence, the occurrence of a Maturity  Date with
respect to a given tranche of Revolving Credit Commitments shall have no effect  upon (and
shall not diminish) the percentage participations of the Revolving Credit  Lenders in any
Letter of Credit issued before such Maturity Date.


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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Section 2.5 Reduction and Termination of the Commitments. (a)  Optional. The
Borrower may, upon notice to the Administrative Agent, terminate in whole or  reduce in part ratably
any unused portion of the Revolving Credit Commitments; provided,  however, that
each partial reduction shall be in an aggregate amount that is an integral  multiple of $1,000,000.




(b) Mandatory. All outstanding Term Loan Commitments  (other than any
Incremental Term Loan Commitments which shall terminate as provided in the  related
Incremental Term Loan Assumption Agreement, and any Term Loan commitments in  respect of
Credit Agreement Refinancing Indebtedness which shall terminate as provided in  the
Refinancing Amendment) shall terminate on the Closing Date (after giving effect  to any
Borrowing occurring on such date). The Revolving Credit Commitments (other than  any Extended
Revolving Credit Commitments, which shall terminate as provided in the related  Extension
Amendment) shall terminate on the applicable Scheduled Revolving Credit  Termination Date.



Section 2.6 Repayment of Loans. (a) The Borrower promises  to repay the entire unpaid
principal amount of (i) the Revolving Loans on the Scheduled Revolving  Credit Termination Date
applicable thereto and (ii) except as provided in  Section 2.3(e), the Swing Loans on the
latest Scheduled Revolving Credit Termination Date.




(b) The Borrower promises to repay (i) the Term  Loans (other than any Other Term Loans
or Credit Agreement Refinancing Indebtedness comprised of Term Loans) at the  dates and in
the amounts set forth below (as adjusted from time to time pursuant to  Section
2.19(d)) and (ii) any outstanding unpaid principal balance and all  accrued and unpaid
interest on any Term Loans on the Maturity Date for such Term Loans;  provided,
however, that to the extent specified in the applicable Extension Offer,
amortization payments with respect to Extended Term Loans for periods prior to  the then
current Maturity Date for Extended Term Loans maybe reduced (but not increased)  and
amortization payments required with respect to Extended Term Loans for periods  after the
Maturity Date for Term Loans shall be as specified in the applicable Extension  Offer:



	 	 	 	 	 
	DATE	 	AMOUNT	 
	March 31,  2012
	 	$	968,750	 
	June 30,  2012
	 	$	968,750	 
	September 30,  2012
	 	$	968,750	 
	December 31,  2012
	 	$	968,750	 
	March 31,  2013
	 	$	1,937,500	 
	June 30,  2013
	 	$	1,937,500	 
	September 30,  2013
	 	$	1,937,500	 
	December 31,  2013
	 	$	1,937,500	 
	March 31,  2014
	 	$	2,906,250	 
	June 30,  2014
	 	$	2,906,250	 
	September 30,  2014
	 	$	2,906,250	 
	December 31,  2014
	 	$	2,906,250	 
	March 31,  2015
	 	$	3,875,000	 
	June 31,  2015
	 	$	3,875,000	 
	September 30,  2015
	 	$	3,875,000	 
	December 31,  2015
	 	$	3,875,000	 
	March 31,  2016
	 	$	4,843,750	 
	June 30,  2016
	 	$	4,843,750	 
	September 30,  2016
	 	$	4,843,750	 





CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 


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(c) The Borrower promises to repay any Other Term Loans  on the applicable Incremental
Term Loan Maturity Date and on the applicable Incremental Term Loan Repayment  Dates and in
the amounts set forth in the applicable Incremental Term Loan Assumption  Agreement. The
Borrower promises to repay any Credit Agreement Refinancing Indebtedness  comprised of Term
Loans on the applicable Maturity Date and on the applicable repayment dates and  in the
amounts set forth in the applicable Refinancing Amendment.



Section 2.7 Optional Prepayments. The Borrower may prepay the  outstanding principal
amount of any Loan in whole or in part at any time (together with any breakage  costs that may be
owing pursuant to Section 2.16(a) and any amounts that may be owing  pursuant to Section
2.11(c), if applicable, after giving effect to such prepayment);  provided,
however, that each partial prepayment that is not of the entire  outstanding amount under
any Facility shall be in an aggregate amount that is an integral multiple of  $250,000. Any payments
made to the Administrative Agent pursuant to this Section 2.7 shall  be applied to the
Obligations in accordance with Section 2.12(a).



Section 2.8 Mandatory Prepayments. (a) Excess Cash Flow.  The Borrower shall
pay or cause to be paid to the Administrative Agent, within 5 Business Days  after the last date
Financial Statements can be delivered pursuant to Section 6.1(c)  for any Fiscal Year
commencing with the first full Fiscal Year after the Closing Date (which shall  be the 2012 Fiscal
Year), an amount equal to (x) 75% of the Excess Cash Flow for such Fiscal  Year minus (y)
the sum of (1) all voluntary prepayments of Term Loans during such fiscal  year pursuant to
Section 2.7 and (2) all voluntary prepayments of Revolving  Loans and Swing Loans during
such fiscal year to the extent the Revolving Credit Commitments are permanently  and concurrently
reduced by the amount of such payments.




(b) Equity and Debt Issuances. Upon receipt on or after  the Closing Date by the
Borrower or any of its Subsidiaries of Net Cash Proceeds arising from  (i) a Specified Equity
Contribution, the Borrower shall pay or cause to be paid to the Administrative  Agent an
amount equal to 100% of such Net Cash Proceeds within three Business Days after  the
Borrower’s receipt of such Net Cash Proceeds or (ii) the incurrence  by any Loan Party or any
of its Subsidiaries of Indebtedness of the type specified in clause (a)  or
(b) of the definition thereof (other than any such Indebtedness  permitted hereunder
in reliance upon Section 8.1), the Borrower shall immediately pay  or cause to be
paid to the Administrative Agent an amount equal to 100% of such Net Cash  Proceeds.




(c) Asset Sales and Property Loss Events. Upon receipt  on or after the Closing
Date by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising  from (i) any
Sale by any Group Member of any of its property other than Sales of its own  Stock and Sales
of property permitted hereunder in reliance upon any of clauses (a)  through
(d) and clauses (f) through (j) of Section 8.4  to the extent
resulting, in the aggregate with all other such Sales, in the receipt by any of  them of Net
Cash Proceeds in excess of $2,500,000 or (ii) any Property Loss Event with  respect to any
property of any Group Member to the extent resulting, in the aggregate with all  other such
Property Loss Events, in the receipt by any Group Member of Net Cash Proceeds  in excess of
$2,500,000, the Borrower shall pay or cause to be paid to the Administrative  Agent an amount
equal to 100% of such Net Cash Proceeds within three Business Days after the  Borrower’s
receipt of such Net Cash Proceeds; provided, however, that, upon  any such
receipt, as long as no Event of Default shall be continuing, any Group Member  may make
Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not  be required
to make or cause such payment (x) to the extent such Net Cash Proceeds are  intended to be
used to make Permitted Reinvestments and (y) so long as on the date that  is three Business
Days after a Reinvestment Prepayment Date for such Net Cash Proceeds, the  Borrower shall pay
or cause to be paid to the Administrative Agent an amount equal to the  Reinvestment
Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net  Cash
Proceeds.


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(d) Excess Outstandings. On any date on which the  aggregate principal amount of
Revolving Credit Outstandings exceeds the aggregate Revolving Credit  Commitments, the
Borrower shall pay to the Administrative Agent an amount equal to such excess.




(e) Application of Payments; Breakage Costs. Any  payments made to the
Administrative Agent pursuant to this Section 2.8 shall be applied  to the
Obligations in accordance with Section 2.12(b). Any payments made  to the
Administrative Agent pursuant to this Section 2.8 shall be  accompanied by breakage
costs that may be owing pursuant to Section 2.16(a) after giving  effect to such
prepayment.



Section 2.9 Interest. (a) Rate. All Loans and the  outstanding amount of all
other Obligations (other than pursuant to Secured Hedging Agreements and  Secured Banking Services
Obligations) shall bear interest, in the case of Loans, on the unpaid principal  amount thereof from
the date such Loans are made and, in the case of such other Obligations, from  the date such other
Obligations are due and payable until, in all cases, paid in full, except as  otherwise provided in
clause (c) below, as follows: (i) in the case of Base Rate Loans,  at a rate per annum equal
to the sum of the Base Rate and the Applicable Margin, each as in effect from  time to time, (ii) in
the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the  Eurodollar Rate and
the Applicable Margin, each as in effect for the applicable Interest Period,  and (iii) in the case
of other Obligations (other than the Letter of Credit Fee), at a rate per annum  equal to the sum of
the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate  Loans, each as in
effect from time to time.




(b) Payments. Interest accrued shall be payable in  arrears (i) if accrued on
the principal amount of any Loan, (A) at maturity (whether by acceleration  or otherwise),
(B) if such Loan is a Term Loan, upon the payment or prepayment of the  principal amount on
which such interest has accrued and (C)(1)if such Loan is a Base Rate Loan  (including a
Swing Loan), on the last day of each calendar quarter commencing on the first  such day
following the making of such Loan, (2) if such Loan is a Eurodollar Rate  Loan, on the last
day of each Interest Period applicable to such Loan and, if applicable, on each  date during
such Interest Period occurring every 3 months from the first day of such  Interest Period and
(ii) if accrued on any other Obligation, on demand from and after the time  such Obligation
is due and payable (whether by acceleration or otherwise).




(c) Default Interest. Notwithstanding the rates of  interest specified in
clause (a) above or elsewhere in any Loan Document, effective  immediately upon (i)
the occurrence and during the continuance of any Event of Default under  Section
9.1(a) or (e) or (ii) the delivery of a written notice by the  Administrative
Agent or the Required Lenders to the Borrower during the continuance of any  Event of Default
caused by a breach of a financial covenant in Article 5 or a financial  reporting covenant in
Sections 6.1(a), (b), (c), (d), (f), (g), (h), (i) and (j), and, in  the case of clauses (i)
and (ii), for as long as such Event of Default shall be continuing, the  principal balance of
all Obligations other than the Letter of Credit Fee (including any Obligation  that bears
interest by reference to the rate applicable to any other Obligation) then due  and payable
shall bear interest at a rate that is 2% per annum in excess of the interest  rate applicable
to such Obligations from time to time (or, in the event there is no applicable  rate for such
Obligations, 2% per annum above the rate applicable to Base Rate Loans),  payable on demand
or, in the absence of demand, on the date that would otherwise be applicable.


CREDIT  AGREEMENT
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(d) Savings Clause. Anything herein to the contrary  notwithstanding, the
obligations of the Borrower hereunder shall be subject to the limitation that  payments of
interest shall not be required, for any period for which interest is computed  hereunder, to
the extent (but only to the extent) that contracting for or receiving such  payment by the
respective Lender would be contrary to the provisions of any law applicable to  such Lender
limiting the highest rate of interest which may be lawfully contracted for,  charged or
received by such Lender, and in such event the Borrower shall pay such Lender  interest at
the highest rate permitted by applicable law (“Maximum Lawful  Rate”); provided,
however, that if at any time thereafter the rate of interest payable hereunder  is less than
the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder  at the
Maximum Lawful Rate until such time as the total interest received by the  Administrative
Agent, on behalf of Lenders, is equal to the total interest that would have  been received
had the interest payable hereunder been (but for the operation of this  paragraph) the
interest rate payable since the Closing Date as otherwise provided in this  Agreement.



Section 2.10 Conversion and Continuation Options. (a)  Option. The Borrower may
elect (i) in the case of any Eurodollar Rate Loan, (A) to continue  such Eurodollar Rate Loan or any
portion thereof for an additional Interest Period on the last day of the  Interest Period applicable
thereto and (B) to convert such Eurodollar Rate Loan or any portion  thereof into a Base Rate Loan
at any time on any Business Day, subject to the payment of any breakage costs  required by
Section 2.16(a), and (ii) in the case of Base Rate Loans  (other than Swing Loans), to
convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans  at any time on any
Business Day upon 3 Business Days’ prior notice; provided,  however, that, (x) for
each Interest Period, the aggregate amount of Eurodollar Rate Loans having such  Interest Period
must be an integral multiple of $1,000,000 and (y) no conversion in whole  or in part of Base Rate
Loans to Eurodollar Rate Loans and no continuation in whole or in part of  Eurodollar Rate Loans
shall be permitted at any time at which (1) an Event of Default shall be  continuing and the
Administrative Agent or the Required Lenders shall have determined in their  sole discretion not to
permit such conversions or continuations or (2) such continuation or  conversion would be made
during a suspension imposed by Section 2.15.




(b) Procedure. Each such election shall be made by  giving the Administrative
Agent at least 3 Business Days’ prior notice in substantially the form of  Exhibit F
(a “Notice of Conversion or Continuation”) duly completed. The  Administrative Agent
shall promptly notify each Lender of its receipt of a Notice of Conversion or  Continuation
and of the options selected therein. If the Administrative Agent does not  receive a timely
Notice of Conversion or Continuation from the Borrower containing a permitted  election to
continue or convert any Eurodollar Rate Loan, then, upon the expiration of the  applicable
Interest Period, such Loan shall be automatically converted to a Base Rate  Loan. Each
partial conversion or continuation shall be allocated ratably among the Lenders  in the
applicable Facility in accordance with their Pro Rata Share.



Section 2.11 Fees. (a) Unused Commitment Fee. The  Borrower agrees to pay to
each Revolving Credit Lender a commitment fee on the actual daily amount by  which the Revolving
Credit Commitment of such Lender exceeds its Pro Rata Share of the sum of  (i) the aggregate
outstanding principal amount of Revolving Loans and (ii) the outstanding  amount of the L/C
Obligations for all Letters of Credit from the date hereof through the  Revolving Credit Termination
Date at a rate per annum equal to the Applicable Margin (the “Unused  Commitment Fee”),
payable in arrears (x) on the last day of each calendar quarter and  (y) on the last Revolving
Credit Termination Date.


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(b) Letter of Credit Fees. The Borrower agrees to pay,  with respect to all
Letters of Credit Issued by any L/C Issuer, (i) to the Administrative  Agent or such L/C
Issuer, as appropriate, certain fronting fees, documentary and processing  charges as
separately agreed between the Borrower and such L/C Issuer or otherwise in  accordance with
such L/C Issuer’s standard schedule in effect at the time of determination  thereof and (ii)
to the Administrative Agent, for the benefit of the Revolving Credit Lenders  according to
their Pro Rata Shares, a fee accruing at a rate per annum equal to the  Applicable Margin for
Revolving Loans that are Eurodollar Rate Loans (the “Letter of Credit  Fee”) on the
maximum undrawn face amount of outstanding and undrawn Letters of Credit,  payable in arrears
(A) on the last day of each calendar quarter, ending after the Issuance of  such Letter of
Credit and (B) on the last Revolving Credit Termination Date;  provided,
however, that the fee payable under this clause (ii) shall be  increased by
2% per annum and shall be payable, in addition to being payable on any date it  is otherwise
required to be paid hereunder, on demand effective immediately upon  (x) the occurrence and
during the continuance of any Event of Default under Section 9.1(a)  or (e)
or (y) the delivery of a written notice by the Administrative Agent or the  Required Lenders
to the Borrower during the continuance of any Event of Default caused by a  breach of a
financial covenant in Article 5 or a financial reporting covenant in  Sections 6.1(a), (b),
(c), (d), (f), (g), (h), (i) and (j), and, in the case of clauses  (i) and (ii), for as long
as such Event of Default shall be continuing.




(c) In the event that prior to the first anniversary of  the Closing Date (i) the
Borrower prepays, refinances, substitutes or replaces all or a portion of the  Term Loans in
connection with a Repricing Transaction, (ii) the Borrower effects any  amendment of this
Agreement resulting in a Repricing Transaction or (iii) a Term Loan Lender  is replaced as a
result of the mandatory assignment of its portion of the Term Loans pursuant to  Section
2.18 following the failure of such Term Loan Lender to consent to an  amendment hereof
that would result in a Repricing Transaction, then the Borrower shall pay to  the
Administrative Agent, for the ratable account of each of the applicable  Lenders, (A) in the
case of clause (i), a prepayment premium of 1.00% of the aggregate principal  amount of the
initial Term Loans so prepaid, refinanced, substituted or replaced, (B) in  the case of
clause (ii), a fee equal to 1.00% of the aggregate principal amount of the  applicable Term
Loans outstanding immediately prior to such amendment that are directly  adversely affected
by such Repricing Transaction and (C) in the case of clause (iii), a fee  equal to 1.00% of
the aggregate principal amount of Term Loans of such replaced Term Loan Lender  outstanding
immediately prior to the applicable mandatory assignment.




(d) Additional Fees. The Borrower shall pay to the  Administrative Agent and its
Related Persons its reasonable and customary fees and expenses in connection  with any
payments made pursuant to Section 2.16(a) (Breakage Costs)  and has agreed to
pay the additional fees described in the Fee Letter.



Section 2.12 Application of Payments. (a) Application of  Voluntary
Prepayments. Unless otherwise provided in this Section 2.12 or  elsewhere in any Loan
Document, all payments and any other amounts received by the Administrative  Agent from or for the
benefit of the Borrower shall be applied to repay the Obligations the Borrower  designates.


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(b) Application of Mandatory Prepayments. Subject to  the provisions of
clause (c) below with respect to the application of payments during the  continuance
of an Event of Default, any payment made by the Borrower to the Administrative  Agent (i)
pursuant to Section 2.8 or any other prepayment of the Obligations  required to be
applied in accordance with this clause (b) other than in respect of any  payment
required pursuant to Section 2.8(a) shall be applied first,  to repay the
outstanding principal balance of the Term Loans and the Other Term Loans in  direct order of
maturity to the next four scheduled amortization payments and thereafter  ratably to the
remaining installments of the Term Loans and Other Term Loans, second,  to repay the
outstanding principal balance of the Revolving Loans and the Swing Loans (which  shall not
effect a permanent reduction in the Revolving Credit Facility), third,  to provide
cash collateral to the extent and in the manner in Section 9.3,  fourth, if
all the Obligations have been paid in full in cash (other than unasserted  contingent
indemnification obligations and any unasserted expense reimbursement  obligations) and all
Commitments hereunder have been terminated and subject to the Intercreditor  Agreement, to
repay the outstanding principal balance under the Second Lien Credit Agreement  in accordance
with the terms of the Second Lien Loan Documents and, then, with any  excess to be
distributed to the Borrower and (ii) pursuant to  Section 2.8(a) shall be applied
first, to repay the outstanding principal balance of the Term Loans and  the Other
Term Loans ratably to the remaining installments of the Term Loans and Other  Term Loans,
second, to repay the outstanding principal balance of the Revolving  Loans and the
Swing Loans (which shall not effect a permanent reduction in the Revolving  Credit Facility),
third, to provide cash collateral to the extent and in the manner in  Section
9.3, fourth, if all the Obligations have been paid in full in cash  (other than
unasserted contingent indemnification obligations and any unasserted expense  reimbursement
obligations) and all Commitments hereunder have been terminated and subject to  the
Intercreditor Agreement, to repay the outstanding principal balance under the  Second Lien
Credit Agreement in accordance with the terms of the Second Lien Loan Documents  and,
then, with any excess to be distributed to the Borrower.




(c) Application of Payments During an Event of Default.  The Borrower hereby
irrevocably waives, and agrees to cause each other Group Member to waive, the  right to
direct the application during the continuance of an Event of Default of any and  all payments
in respect of any Obligation and any proceeds of Collateral and agrees that,  notwithstanding
the provisions of clause (a) above, the Administrative Agent may, and,  upon either
(A) the direction of the Required Lenders or (B) the termination of  any Commitment or the
acceleration of any Obligation pursuant to Section 9.2, shall,  apply all payments in
respect of any Obligation, all funds on deposit in any Cash Collateral Account  and all other
proceeds of Collateral (i) first, to pay Obligations in respect of any  cost or
expense reimbursements, fees or indemnities then due to the Administrative  Agent, (ii)
second, to pay Obligations in respect of any cost or expense  reimbursements, fees or
indemnities then due to the Lenders and the L/C Issuers, (iii) third, to  pay
interest then due and payable in respect of the Loans and L/C Reimbursement  Obligations,
(iv) fourth, to repay the outstanding principal amounts of the Loans and  L/C
Reimbursement Obligations, to provide cash collateral for Letters of Credit in  the manner
and to the extent described in Section 9.3 and to pay any  Obligations under any
Secured Hedging Agreement and any Secured Banking Services Obligations, (v)  fifth,
to the ratable payment of all other Obligations and (vi) sixth, to the  Borrower or
such other Person entitled thereto under applicable law.




(d) Application of Payments Generally. All payments  that would otherwise be
allocated to the Revolving Credit Lenders pursuant to this  Section 2.12 shall
instead be allocated first, to repay interest on Swing Loans, on any  portion of the
Revolving Loans that the Administrative Agent may have advanced on behalf of  any Lender and
on any L/C Reimbursement Obligation, in each case for which the Administrative  Agent or, as
the case may be, the L/C Issuer has not then been reimbursed by such Lender or  the Borrower,
second to pay the outstanding principal amount of the foregoing  obligations and
third, to repay the Revolving Loans. All repayments (including  prepayments) of any
Revolving Loans or Term Loans shall be applied first, to repay such  Loans
outstanding as Base Rate Loans and then, to repay such Loans outstanding  as
Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring  Interest
Periods being repaid prior to those having later expiring Interest Periods. All  repayments
of Term Loans and Other Term Loans shall be allocated ratably among the Term  Loans and the
Other Term


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Loans. Except as otherwise provided in  Section 2.12(a) and Section
2.12(b), all repayments of Term Loans shall be applied to reduce on a pro  rata basis the
remaining installments of such outstanding principal amounts of the Term Loans.  All
repayments of Other Term Loans shall be applied to reduce remaining  installments of such
outstanding principal amounts of the Other Term Loans as set forth in the  applicable
Incremental Term Loan Assumption Agreement. All mandatory repayments of Other  Refinancing
Term Loans shall be applied to reduce the remaining installments of such  outstanding
principal amounts of the Other Refinancing Term Loans as set forth in the  applicable
Refinancing Amendment. If sufficient amounts are not available to repay all  outstanding
Obligations described in any priority level set forth in this  Section 2.12, the
available amounts shall be applied, unless otherwise expressly specified  herein, to such
Obligations ratably based on the proportion of the Secured Parties’  interest in such
Obligations. Any priority level set forth in this Section 2.12 that  includes
interest shall include all such interest, whether or not accruing after the  filing of any
petition in bankruptcy or the commencement of any insolvency, reorganization or  similar
proceeding, and whether or not a claim for post-filing or post-petition  interest is allowed
in any such proceeding.



Section 2.13 Payments and Computations. (a) Procedure.  The Borrower shall make
each payment under any Loan Document not later than 12:00 p.m. on the day  when due to the
Administrative Agent by wire transfer or ACH transfer (which shall be the  exclusive means of
payment hereunder) to the following account (or at such other account or by  such other means to
such other address as the Administrative Agent shall have notified the Borrower  in writing within a
reasonable time prior to such payment) in immediately available Dollars and  without setoff or
counterclaim:


ABA No. 021 001 033

Account Number 502 797 91

Deutsche Bank Trust Company Americas

Account Name: General Electric Capital Corporation

Reference: CFK1706/ Westwood One Inc.




The  Administrative Agent shall promptly thereafter cause to be distributed  immediately available
funds relating to the payment of principal, interest or fees to the Lenders, in  accordance with the
application of payments set forth in Section 2.12. The Lenders  shall make any payment under
any Loan Document in immediately available Dollars and without setoff or  counterclaim. Each
Revolving Credit Lender shall make each payment for the account of any L/C  Issuer or Swingline
Lender required pursuant to Section 2.3 or 2.4 (A) if  the notice or demand therefor
was received by such Lender prior to 12:00 p.m. on any Business Day, on  such Business Day and (B)
otherwise, on the Business Day following such receipt. Payments received by the  Administrative
Agent after 12:00 p.m. may, in the Administrative Agent’s sole  discretion, be deemed to be received
on the next Business Day.




(b) Computations of Interests and Fees. All  computations of interest and of
fees shall be made by the Administrative Agent on the basis of a year of  360 days (or, in
the case of Base Rate Loans the interest rate payable on which is then based on  the Prime
Rate (as defined in the definition of “Base Rate”),  365/366 days), in each case for the
actual number of days (including the first day but excluding the last day)  occurring in the
period for which such interest and fees are payable. Each determination of an  interest rate
or the amount of a fee hereunder shall be made by the Administrative Agent  (including
determinations of a Eurodollar Rate or Base Rate in accordance with the  definitions of
“Eurodollar Rate” and “Base Rate”, respectively) and shall  be conclusive, binding and final
for all purposes, absent manifest error.


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(c) Payment Dates. Notwithstanding anything to the  contrary set forth herein,
whenever any payment hereunder shall be stated to be due on a day other than a  Business Day,
the due date for such payment shall be extended to the next succeeding Business  Day without
any increase in such payment as a result of additional interest or fees;  provided,
however, that such interest and fees shall continue accruing as a result  of such
extension of time. For the avoidance of doubt, the initial payments of interest  and fees
relating to the Obligations (other than amounts due on the Closing Date) shall  be due and
paid on the last day of the first month or quarter, as applicable, following  entry of the
Obligations onto the operations systems of the Administrative Agent (as  notified to the
Borrower), but in no event later than the last day of the second month or  quarter, as
applicable, following the Closing Date.




(d) Advancing Payments. Unless the Administrative Agent  shall have received
notice from the Borrower to the Lenders prior to the date on which any payment  is due
hereunder that the Borrower will not make such payment in full, the  Administrative Agent may
assume that the Borrower has made such payment in full to the Administrative  Agent on such
date and the Administrative Agent may, in reliance upon such assumption, cause  to be
distributed to each Lender on such due date an amount equal to the amount then  due such
Lender. If and to the extent that the Borrower shall not have made such payment  in full to
the Administrative Agent, each Lender shall repay to the Administrative Agent  on demand such
amount distributed to such Lender together with interest thereon (at the  Federal Funds Rate
for the first Business Day and thereafter, at the rate applicable to Base Rate  Loans under
the applicable Facility) for each day from the date such amount is distributed  to such
Lender until the date such Lender repays such amount to the Administrative  Agent.



Section 2.14 Evidence of Debt. (a) Records of Lenders.  Each Lender shall
maintain in accordance with its usual practice accounts evidencing Indebtedness  of the Borrower to
such Lender resulting from each Loan of such Lender from time to time,  including the amounts of
principal and interest payable and paid to such Lender from time to time under  this Agreement. In
addition, each Lender having sold a participation in any of its Obligations or  having identified an
SPV as such to the Administrative Agent, acting as agent of the Borrower solely  for this purpose
and solely for tax purposes, shall establish and maintain at its address  referred to in Section
11.11 (or at such other address as such Lender shall notify the Borrower) a  record of
ownership, in which such Lender shall register by book entry (A) the name  and address of each such
participant and SPV (and each change thereto, whether by assignment or  otherwise) and (B) the
rights, interest or obligation of each such participant and SPV in any  Obligation, in any
Commitment and in any right to receive any payment hereunder.




(b) Records of Administrative Agent. The Administrative  Agent, acting as agent
of the Borrower solely for tax purposes and solely with respect to the actions  described in
this Section 2.14, shall establish and maintain at its address  referred to in
Section 11.11 (or at such other address as the Administrative Agent  may notify the
Borrower) (A) a record of ownership (the “Register”) in  which the Administrative
Agent agrees to register by book entry the interests (including any rights to  receive
payment hereunder) of the Administrative Agent, each Lender and each L/C Issuer  in the Term
Loans and the Revolving Credit Outstandings, each of their obligations under  this Agreement
to participate in each Loan, Letter of Credit and L/C Reimbursement Obligation,  and any
assignment of any such interest, obligation or right and (B) accounts in  the Register in
accordance with its usual practice in which it shall record (1) the names  and addresses of
the Lenders and the L/C Issuers (and each change thereto pursuant to  Section 2.18
(Substitution of Lenders) and Section 11.2 (Assignments  and
Participations; Binding Effect)), (2) the Commitments of each Lender,  (3) the amount of
each Loan and each funding of any participation described in clause (A)  above, (4)
for Eurodollar Rate Loans, the Interest Period applicable thereto, (5) the  amount of any
principal or interest due and payable or paid, (6) the amount of the L/C  Reimbursement
Obligations due and payable or paid and (7) any other payment received by  the Administrative
Agent from the Borrower and its application to the Obligations.


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(c) Registered Obligations. Notwithstanding anything to  the contrary contained
in this Agreement, the Loans (including any Notes evidencing such Loans and, in  the case of
Revolving Loans, the corresponding obligations to participate in L/C  Obligations and Swing
Loans) and the L/C Reimbursement Obligations are registered obligations, the  right, title
and interest of the Lenders and the L/C Issuers and their assignees in and to  such Loans or
L/C Reimbursement Obligations, as the case may be, shall be transferable only  upon notation
of such transfer in the Register and no assignment thereof shall be effective  until recorded
therein. This Section 2.14 and Section 11.2 shall be  construed so that the
Loans and L/C Reimbursement Obligations are at all times maintained in  “registered
form” within the meaning of Sections 163(f), 871(h)(2) and  881(c)(2) of the Code and any
related regulations (and any successor provisions).




(d) Prima Facie Evidence. The entries made in the  Register and in the accounts
maintained pursuant to clauses (a) and (b) above shall, to the  extent
permitted by applicable Requirements of Law, be prima facie evidence of the  existence and
amounts of the obligations recorded therein; provided, however,  that no
error in such account and no failure of any Lender or the Administrative Agent  to maintain
any such account shall affect the obligations of any Loan Party to repay the  Loans in
accordance with their terms. In addition, the Loan Parties, the Administrative  Agent, the
Lenders and the L/C Issuers shall treat each Person whose name is recorded in  the Register
as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement.  Information
contained in the Register with respect to any Lender or any L/C Issuer shall be  available
for access by the Borrower, the Administrative Agent, such Lender or such L/C  Issuer at any
reasonable time and from time to time upon reasonable prior notice. No Lender  or L/C Issuer
shall, in such capacity, have access to or be otherwise permitted to review any  information
in the Register other than information with respect to such Lender or L/C  Issuer unless
otherwise agreed by the Administrative Agent.




(e) Notes. Upon any Lender’s request, the Borrower  shall promptly execute and
deliver Notes to such Lender evidencing the Loans of such Lender in a Facility  and
substantially in the form of Exhibit B; provided,  however, that only
one Note for each Facility shall be issued to each Lender, except (i) to  an existing Lender
exchanging existing Notes to reflect changes in the Register relating to such  Lender, in
which case the new Notes delivered to such Lender shall be dated the date of  the original
Notes and (ii) in the case of loss, destruction or mutilation of existing  Notes and similar
circumstances, with respect to a lost Note, prior to the Borrower issuing a new  Note, the
holder of such Note shall execute an affidavit of loss therefor which shall  include
customary indemnity provisions acceptable to the Administrative Agent. Each  Note, if issued,
shall only be issued as means to evidence the right, title or interest of a  Lender or a
registered assignee in and to the related Loan, as set forth in the Register,  and in no
event shall any Note be considered a bearer instrument or obligation.



Section 2.15 Suspension of Eurodollar Rate Option.  Notwithstanding any provision to
the contrary in this Article 2, the following shall apply:




(a) Interest Rate Unascertainable, Inadequate or  Unfair. In the event that (A)
the Administrative Agent determines in good faith that adequate and fair means  do not exist
for ascertaining the applicable interest rates by reference to which the  Eurodollar Rate is
determined or (B) the Required Lenders notify the Administrative Agent  that the Eurodollar
Rate for any Interest Period will not adequately reflect the cost to the  Lenders of making
or maintaining such Loans for such Interest Period, the Administrative Agent  shall promptly
so notify the Borrower and the Lenders, whereupon the obligation of each Lender  to make or
to continue Eurodollar Rate Loans shall be suspended as provided in clause  (c) below
until the Administrative Agent shall notify the Borrower that the Required  Lenders have
determined that the circumstances causing such suspension no longer exist.


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(b) Illegality. If any Lender determines in good faith  that the introduction
of, or any change in or in the interpretation of, any Requirement of Law after  the date of
this Agreement shall make it unlawful, or any Governmental Authority shall  assert that it is
unlawful, for any Lender or its applicable lending office to make Eurodollar  Rate Loans or
to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof  and demand
therefor by such Lender to the Borrower through the Administrative Agent, the  obligation of
such Lender to make or to continue Eurodollar Rate Loans shall be suspended as  provided in
clause (c) below until such Lender shall, through the Administrative  Agent, notify
the Borrower that it has determined that it may lawfully make Eurodollar Rate  Loans.




(c) Effect of Suspension. If the obligation of any  Lender to make or to
continue Eurodollar Rate Loans is suspended, (A) the obligation of such  Lender to convert
Base Rate Loans into Eurodollar Rate Loans shall be suspended, (B) such  Lender shall make a
Base Rate Loan at any time such Lender would otherwise be obligated to make a  Eurodollar
Rate Loan, (C) the Borrower may revoke any pending Notice of Borrowing or  Notice of
Conversion or Continuation to make or continue any Eurodollar Rate Loan or to  convert any
Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate  Loan of such Lender
shall automatically and immediately (or, in the case of any suspension pursuant  to
clause (a) above, on the last day of the current Interest Period  thereof) be
converted into a Base Rate Loan.



Section 2.16 Breakage Costs; Increased Costs; Capital  Requirements. (a) Breakage
Costs. The Borrower shall compensate each Lender, upon written demand from  such Lender to such
Borrower (with copy to the Administrative Agent), for all Liabilities  (including, in each case,
those incurred by reason of the liquidation or reemployment of deposits or  other funds acquired by
such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate  Loans of such Lender to
the Borrower but excluding any loss of the Applicable Margin on the relevant  Loans) that such
Lender may incur (A) to the extent, for any reason other than solely by  reason of such Lender being
a Non-Funding Lender, a proposed Borrowing, conversion into or continuation of  Eurodollar Rate
Loans does not occur on a date specified therefor in a Notice of Borrowing or a  Notice of
Conversion or Continuation or in a similar request made by telephone by the  Borrower, (B) to the
extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional  or mandatory
prepayment) or converted to a Base Rate Loan (including because of  Section 2.15) on a date
that is not the last day of the applicable Interest Period or (C) as a  consequence of any failure
by the Borrower to repay Eurodollar Rate Loans when required by the terms  hereof. For purposes of
this clause (a), each Lender shall be deemed to have funded each  Eurodollar Rate Loan made
by it using a matching deposit or other borrowing in the London interbank  market.




(b) Increased Costs. If at any time any Lender or L/C  Issuer determines in good
faith that, after the date hereof, the adoption of, or any change in or in the
interpretation, application or administration of, or compliance with, any  Requirement of Law
(other than any imposition or increase of Eurodollar Reserve Requirements) from  any
Governmental Authority shall have the effect of (i) increasing the cost to  such Lender of
making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or  of
participating, or agreeing to participate, in extensions of credit that are  Eurodollar Rate
Loans, (ii) increasing the cost to such L/C Issuer of Issuing or  maintaining any Letter of
Credit or of agreeing to do so or (iii) imposing any other cost to such  Lender or


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L/C Issuer
with respect to compliance with its obligations under any Loan
Document, then, upon demand
by such Lender or L/C Issuer (with copy to the Administrative Agent), the  Borrower shall pay
to the Administrative Agent for the account of such Lender or L/C Issuer  amounts sufficient
to compensate such Lender or L/C Issuer for such increased cost (without  duplication of
increases attributable to Taxes which are addressed in  Section 2.17);
provided that notwithstanding anything herein to the contrary,  (A) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules,  guidelines or
directives thereunder or issued in connection therewith and (B) all  requests, rules,
guidelines, requirements and directives promulgated by the Bank for  International
Settlements, the Basel Committee on Banking Supervision (or any successor or  similar
authority) or the United States or foreign regulatory authorities, in each case  pursuant to
Basel III, shall in each case be deemed to be a change in a Requirement of Law,  regardless
of the date enacted, adopted, issued or implemented. The foregoing provisions  of this
Section 2.16(b) shall not apply in the case of any change in any  Requirement of Law
or in the interpretation or application thereof or compliance by a Lender with  any request
or directive (whether or not having force of law) from any central bank or  Governmental
Authority, each in respect of Excluded Taxes.




(c) Increased Capital Requirements. If at any time any  Lender or L/C Issuer
determines in good faith that, after the date hereof, the adoption of, or any  change in or
in the interpretation, application or administration of, or compliance with,  any Requirement
of Law (other than any imposition or increase of Eurodollar Reserve  Requirements) from any
Governmental Authority regarding capital adequacy, liquidity, reserves, special  deposits,
compulsory loans, insurance charges against property of, deposits with or for  the account
of, Obligations owing to, or other credit extended or participated in by, any  Lender or L/C
Issuer or any similar requirement (in each case other than any imposition or  increase of
Eurodollar Reserve Requirements) shall have the effect of reducing the rate of  return on the
capital of such Lender’s or L/C Issuer (or any corporation controlling  such Lender or L/C
Issuer) as a consequence of its obligations under or with respect to any Loan  Document or
Letter of Credit to a level below that which, taking into account the capital  adequacy
policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or  corporation
could have achieved but for such adoption or change, then, upon demand from  time to time by
such Lender or L/C Issuer (with a copy of such demand to the Administrative  Agent), the
Borrower shall pay to the Administrative Agent for the account of such Lender  amounts
sufficient to compensate such Lender for such reduction; provided that  notwithstanding
anything herein to the contrary, (A) the Dodd-Frank Wall Street Reform and  Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or  issued in
connection therewith and (B) all requests, rules, guidelines, requirements  and directives
promulgated by the Bank for International Settlements, the Basel Committee on  Banking
Supervision (or any successor or similar authority) or the United States or  foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case  be deemed to
be a change in a Requirement of Law, regardless of the date enacted, adopted,  issued or
implemented.




(d) Compensation Certificate. Each demand for  compensation under this
Section 2.16 shall be accompanied by a certificate of the Lender or  L/C Issuer
delivered to the Borrower claiming such compensation and setting forth in  reasonable detail
the basis for such demand, setting forth the amounts to be paid hereunder,  which certificate
shall be conclusive, binding and final for all purposes, absent manifest error.  In
determining such amount, such Lender or L/C Issuer may use any reasonable  averaging and
attribution methods. Notwithstanding anything in this Agreement to the  contrary, failure or
delay on the part of any Lender or L/C Issuer to demand compensation pursuant  to this
Section 2.16 shall not constitute a waiver of such Lender’s or  L/C Issuer’s right to
demand such compensation; provided that the Borrower shall not be  required to
compensate a Lender or L/C Issuer pursuant to this Section 2.16 for  any increased
costs incurred or reductions suffered more than six months prior to the date  that such
Lender or L/C Issuer, as the case may be, notifies the Borrower of the  occurrence of the
event giving rise to the additional cost, reduction in amounts, loss or other  additional
amounts described in this Section 2.16, and of such Lender’s  or L/C Issuer’s
intention to claim compensation therefor (except that, if the event giving rise  to the
additional cost, reduction in amounts, loss or other additional amounts  described in this
Section 2.16 is retroactive, then the six-month period referred to  above shall be
extended to include the period of retroactive effect thereof).


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Section 2.17 Taxes. (a) Payments Free and Clear of  Taxes. Except as otherwise
required by Requirements of Law, each payment by any Loan Party under any Loan  Document shall be
made free and clear of all present or future taxes, levies, imposts,  deductions, charges or
withholdings and all liabilities with respect thereto (and without deduction  for any of them)
(collectively, “Taxes” and excluding the taxes set forth in  clauses (i) — (vi)
below, the “Indemnified Taxes”) other than for (i) Taxes  measured by net income (including
branch profits taxes) or capital and franchise taxes imposed in lieu of net  income taxes, (ii)
Taxes imposed on any Secured Party as a result of a present or former  connection between such
Secured Party and the jurisdiction of the Governmental Authority imposing such  tax or any political
subdivision or taxing authority thereof or therein (other than such connection  arising solely from
any Secured Party having executed, delivered or performed its obligations or  received a payment
under, or enforced, any Loan Document), (iii) Taxes that are directly  attributable to the failure
(other than as a result of a change in any Requirement of Law) by any Secured  Party to deliver the
documentation required to be delivered pursuant to clause (f) below,  (iv) Taxes imposed on
or in respect of a payment to a Secured Party to the extent that such Tax is  imposed pursuant to
law in effect on the date that such Secured Party became a “Secured  Party” under this Agreement in
the capacity under which such Secured Party makes a claim under  Section 2.17(b), except in
each case to the extent such Secured Party is a direct or indirect assignee  (other than pursuant to
Section 2.18 (Substitution of Lenders)) of any other Secured  Party that was
entitled, at the time the assignment of such other Secured Party became  effective, to receive
additional amounts under Section 2.17(b), (v) Taxes that  constitute a penalty, interest or
expense that results solely from a failure of a Secured Party to pay any Taxes,  within thirty (30)
days of the receipt of the indemnity payment with respect thereto under  Section 2.17(d), to
the extent such penalty, interest or expense relates to any Taxes which it is  required to pay, or
(vi) Taxes resulting from FATCA (clauses (i) through  (vi) collectively, “Excluded Taxes”).




(b) Gross-Up. If any Indemnified Taxes shall be  required by law to be deducted
from or in respect of any amount payable under any Loan Document to any Secured  Party (i)
such amount shall be increased as necessary to ensure that, after all required  deductions
for Indemnified Taxes are made (including deductions applicable to any  increases to any
amount under this Section 2.17), such Secured Party receives the  amount it would
have received had no such deductions for Indemnified Taxes been made,  (ii) the relevant Loan
Party shall make such deductions, (iii) the relevant Loan Party shall  timely pay the full
amount deducted to the relevant taxing authority or other authority in  accordance with
applicable Requirements of Law, and (iv) within thirty (30) days  after such payment is made,
the relevant Loan Party shall deliver to the Administrative Agent an original  or certified
copy of a receipt evidencing such payment.




(c) Other Taxes. In addition, the Borrower agrees to  pay, and authorizes the
Administrative Agent to pay in its name, any stamp, documentary, excise or  property tax,
charge or similar levy imposed by any applicable Requirement of Law or  Governmental
Authority and all Liabilities with respect thereto (including by reason of any  delay in
payment thereof), in each case arising from the execution, delivery or  registration of, or
otherwise with respect to, any Loan Document or any transaction contemplated  therein
(collectively, “Other Taxes”). The Swingline Lender may,  without any need for
notice, demand or consent from the Borrower, by making funds available to the  Administrative
Agent in the amount equal to any such payment, make a Swing Loan to the  Borrower in such
amount, the proceeds of which shall be used by the Administrative Agent in  whole to make
such payment. Within thirty (30) days after the date of any payment of  Indemnified Taxes or
Other Taxes by any Loan Party in respect of a Secured Party, the Borrower shall  furnish to
the Administrative Agent, at its address referred to in  Section 11.11, the original
or a certified copy of a receipt evidencing payment thereof or other evidence  of payment
reasonably satisfactory to the Administrative Agent.


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(d) Indemnification. The Borrower shall reimburse and  indemnify, within thirty
(30) days after receipt of demand therefor (with copy to the  Administrative Agent), each
Secured Party for all Indemnified Taxes and Other Taxes (including any  Indemnified Taxes and
Other Taxes imposed by any jurisdiction on amounts payable under this  Section 2.17)
paid by such Secured Party and any Liabilities arising therefrom or with  respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally  asserted. A
certificate of the Secured Party (or of the Administrative Agent on behalf of  such Secured
Party) claiming any compensation under this clause (d), setting forth  the amounts to
be paid thereunder and delivered to the Borrower with copy to the  Administrative Agent,
shall be conclusive, binding and final for all purposes, absent manifest error.  In
determining such amount, the Administrative Agent and such Secured Party may  use any
reasonable averaging and attribution methods.




(e) Mitigation. Any Lender claiming any additional  amounts payable pursuant to
this Section 2.17 shall use its reasonable efforts (consistent with  its internal
policies and Requirements of Law) to change the jurisdiction of its lending  office if such a
change would reduce any such additional amounts (or any similar amount that may  thereafter
accrue) and would not, in the sole determination of such Lender, be otherwise
disadvantageous to such Lender.




(f) Tax Forms. (i) Each Non-U.S. Lender Party  that, at any of the following
times, is entitled to an exemption from United States withholding tax or,  currently or after
a change in any Requirement of Law, is subject to such withholding tax at a  reduced rate
under an applicable tax treaty, shall (w) on or prior to the date such  Non-U.S. Lender Party
becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to  the date on which any such
form or certification expires or becomes obsolete, (y) after the  occurrence of any event
requiring a change in the most recent form or certification previously  delivered by it
pursuant to this clause (f) and (z) from time to time if requested  by the Borrower
or the Administrative Agent (or, in the case of a participant or SPV, the  relevant Lender),
provide the Administrative Agent and the Borrower (or, in the case of a  participant or SPV,
the relevant Lender) with two properly completed and duly executed originals of  one of the
following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S.  withholding tax
because the income is effectively connected with a U.S. trade or business),  W-8BEN (claiming
exemption from, or a reduction of, U.S. withholding tax under an income tax  treaty) and/or
W-8IMY (together with appropriate forms, certifications and supporting  statements) or any
successor forms, (B) in the case of a Non-U.S. Lender Party claiming  exemption under
Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from  U.S. withholding
tax under the portfolio interest exemption) or any successor form and a  certificate in form
and substance acceptable to the Administrative Agent that such Non-U.S. Lender  Party is not
(1) a “bank” within the meaning of Section 881(c)(3)(A) of  the Code, (2) a “10 percent
shareholder” of the Borrower within the meaning of  Section 881(c)(3)(B) of the Code or (3) a
“controlled foreign corporation” described in  Section 881(c)(3)(C) of the Code or (C) any
other applicable document prescribed by the IRS certifying as to the  entitlement of such
Non-U.S. Lender Party to such exemption from United States withholding tax or  reduced rate
with respect to all payments to be made to such Non-U.S. Lender Party under the  Loan
Documents. Unless the Borrower and the Administrative Agent have received forms  or other
documents satisfactory to them indicating that payments under any Loan Document  to or for a
Non-U.S. Lender Party are not subject to United States withholding tax or are  subject to
such tax at a rate reduced by an applicable tax treaty, the Loan Parties and  the
Administrative Agent shall withhold amounts required to be withheld by  applicable
Requirements of Law from such payments at the applicable statutory rate.


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(ii) Each U.S. Lender Party shall (A) on or prior to  the date such U.S. Lender
Party becomes a “U.S. Lender Party” hereunder, (B) on or prior  to the date on which
any such form or certification expires or becomes obsolete, (C) after the  occurrence
of any event requiring a change in the most recent form or certification  previously
delivered by it pursuant to this clause (f) and (D) from time to  time if
requested by the Borrower or the Administrative Agent (or, in the case of a
participant or SPV, the relevant Lender), provide the Administrative Agent and  the
Borrower (or, in the case of a participant or SPV, the relevant Lender) with  two
completed originals of Form W-9 (certifying that such U.S. Lender Party is  entitled
to an exemption from U.S. backup withholding tax) or any successor form.




(iii) Each Lender having sold a participation in any of  its Obligations or
identified an SPV as such to the Administrative Agent shall collect from such
participant or SPV the documents described in this clause (f) and  provide
them to the Administrative Agent.




(iv) If a payment made to a Lender under this Agreement  would be subject to
U.S. withholding tax imposed by FATCA if such Lender were to fail to comply  with the
applicable reporting requirements of FATCA (including those contained in  Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to  the
Borrower and the Administrative Agent, at the time or times prescribed by law  and at
such time or times reasonably requested by the Borrower or the Administrative  Agent,
such documentation prescribed by applicable law (including as prescribed by  Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably  requested
by the Borrower or the Administrative Agent as may be necessary for the  Borrower and
the Administrative Agent to comply with its obligations under FATCA, to  determine
that such Lender has or has not complied with such Lender’s obligations  under FATCA
and, as necessary, to determine the amount to deduct and withhold from such  payment.
Solely for purposes of this Section 2.17(f)(iv), “FATCA”  shall include any
amendments made to FATCA after the date of this Agreement.




(g) Refunds. If a Secured Party determines, in its sole  discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes as to which it has  been
indemnified by a Loan Party or with respect to which a Loan Party has paid  additional
amounts pursuant to this Section 2.17, it shall pay over such  refund to such Loan
Party (but only to the extent of indemnity payments made, or additional amounts  paid, by
such Loan Party under this Section 2.17 with respect to the  Indemnified Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of  the
Administrative Agent or such Lender and without interest (other than any  interest paid by
the relevant Governmental Authority with respect to such refund);  provided, that
such Loan Party, upon the request of the Administrative Agent or such Lender,  agrees to
repay the amount paid over to such Loan Party (plus any penalties, interest or  other charges
imposed by the relevant Governmental Authority) to the Secured Party in the  event such
Secured Party is required to repay such refund to such Governmental Authority.  This
paragraph shall not be construed to require any Secured Party to make available  its Tax
Returns (or any other information relating to its taxes which it deems  confidential) to any
Loan Party or any other Person.


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Section 2.18 Substitution of Lenders. (a) Substitution  Right. In the event
that any Lender in any Facility that is not the Administrative Agent or an  Affiliate of the
Administrative Agent (an “Affected Lender”), (i) makes a  claim under clause (b)
(Increased Costs) or (c) (Increased Capital Requirements) of  Section 2.16,
(ii) notifies the Borrower pursuant to Section 2.15(b)  (Illegality) that it becomes
illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in  such Facility,
(iii) makes a claim for payment pursuant to Section 2.17(b)  (Taxes), (iv) does not
consent to any amendment, waiver or consent to any Loan Document for which the  consent of the
Required Lenders is obtained but that requires the consent of other Lenders in  such Facility, (v)
is a Non-Funding Lender or an Impacted Lender or (vi) does not agree to  provide any portion of any
Credit Agreement Refinancing Indebtedness being incurred pursuant to  Section 2.22, the
Borrower may either pay in full such Affected Lender with respect to amounts  due in such Facility
with the consent of the Administrative Agent or substitute for such Affected  Lender in such
Facility any Lender or any Affiliate or Approved Fund of any Lender or any  other Person (and to the
extent any such consent would be required from the Administrative Agent under  Section 11.2 for an
assignment of Loans to such Person, such Person shall be acceptable to the  Administrative Agent,
which acceptance shall not be unreasonably withheld or delayed) (in each case,  a “Substitute
Lender”). Notwithstanding anything herein to the contrary, with  respect to a Lender that is a
Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but  shall not be obligated
to, obtain a Substitute Lender and execute an Assignment on behalf of such  Non-Funding Lender or
Impacted Lender at any time with three Business Days’ prior notice to such  Non-Funding Lender or
Impacted Lender (unless notice is not practicable under the circumstances) and  cause such Lender’s
Loans and Commitments to be sold and assigned, in whole or in part, at par.




(b) Procedure. To substitute such Affected Lender or  pay in full the
Obligations owed to such Affected Lender under such Facility as described in  the first
sentence of clause (a) above, the Borrower shall deliver a notice to the
Administrative Agent and such Affected Lender. The effectiveness of such  payment or
substitution shall be subject to the delivery to the Administrative Agent by  the Borrower
(or, as may be applicable in the case of a substitution, by the Substitute  Lender) of (i)
payment for the account of such Affected Lender, of, to the extent accrued  through, and
outstanding on, the effective date for such payment or substitution, all  Obligations owing
to such Affected Lender with respect to such Facility (including those that  will be owed
because of such payment and all Obligations that would be owed to such Lender  if it was
solely a Lender in such Facility), (ii) in the case of a payment in full  of the Obligations
owing to such Affected Lender in the Revolving Credit Facility, payment of any  amount that,
after giving effect to the termination of the Commitment of such Affected  Lender, is
required to be paid pursuant to Section 2.8(d) (Excess  Outstandings), (iii)
in the case of a substitution, (A) payment of any required assignment fee  set forth in
Section 11.2(c), unless waived by the Administrative Agent and  (B) an assumption
agreement in form and substance reasonably satisfactory to the Administrative  Agent whereby
the Substitute Lender shall, among other things, agree to be bound by the terms  of the Loan
Documents and assume the Commitment of the Affected Lender under such Facility  and (iv) in
the case of any Term Loan Lender that has failed to consent to an amendment  hereof that
would result in a Repricing Transaction, any amounts that may be owing pursuant  to
Section 2.11(c).




(c) Effectiveness. Upon satisfaction of the conditions  set forth in clause
(b) above or in the case of a substitution of a Non-Funding Lender or  Impacted Lender as
described in clause (a) above, the Administrative Agent shall record  such
substitution or payment in the Register, whereupon (i) in the case of any  payment in full in
any Facility, such Affected Lender’s Commitments in such Facility shall be  terminated and
(ii) in the case of any substitution in any Facility, (A) the  Affected Lender shall sell and
be relieved of, and the Substitute Lender shall purchase and assume, all rights  and claims
of such Affected Lender under the Loan Documents with respect to such Facility,  except that
the Affected Lender shall retain such rights expressly providing


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 that they survive the
repayment of the Obligations and the termination of the Commitments,  (B) the Substitute
Lender shall become a “Lender” hereunder having a Commitment  in such Facility in the
amount of such Affected Lender’s Commitment in such Facility and  (C) the Affected Lender
shall execute and deliver to the Administrative Agent an Assignment to evidence  such
substitution and deliver any Note in its possession (or with respect to any  lost note,
execute and deliver an affidavit of loss in accordance with  Section 2.14(e)) to the
Borrower with respect to such Facility; provided, however, that  the failure
of any Affected Lender to execute any such Assignment or deliver any such Note  shall not
render such sale and purchase (or the corresponding assignment) invalid. Each  Lender agrees
that if the Borrower or the Administrative Agent exercises its option hereunder  to cause an
assignment by such Lender as an Affected Lender, such Lender shall, promptly  after receipt
of written notice of such election, execute and deliver all documentation  necessary to
effectuate such assignment in accordance with Section 11.2. In the  event that a
Lender does not comply with the requirements of the immediately preceding  sentence within
one Business Day after receipt of such notice, each Lender hereby authorizes  and directs the
Administrative Agent to execute and deliver, on behalf of such Lender as  assignor, any
assignment agreement or other documentation as may be required to give effect  to an
assignment in accordance with Section 11.2 on behalf of an Affected  Lender and any
such documentation so executed by the Administrative Agent shall be effective  for purposes
of documenting an assignment pursuant to Section 11.2.



Section 2.19 Incremental Term Loans and Commitments.  (a) The Borrower may, by written
notice to the Administrative Agent from time to time, request Incremental Term  Loan Commitments in
an amount not to exceed the Incremental Term Loan Amount from one or more  Incremental Term Loan
Lenders, each of which must be (i) an existing Lender, (ii) any  Affiliate or Approved Fund of any
existing Lender or (iii) any other Person acceptable (which acceptance  shall not be unreasonably
withheld or delayed) to the Administrative Agent (but only to the extent the  Administrative Agent’s
consent would be required under Section 11.2 for an assignment of  Loans to such Person)
(such Person in this clause (iii), an “Additional Lender”).  Such notice shall set forth (i)
the amount of the Incremental Term Loan Commitments being requested (which  shall be in minimum
increments of $1,000,000 and a minimum amount of $10,000,000 or such lesser  amount equal to the
remaining Incremental Term Loan Amount), (ii) the date on which such  Incremental Term Loan
Commitments are requested to become effective (which shall not be less than  seven (7) Business Days
nor more than sixty (60) days after the date of such notice), and  (iii) whether such Incremental
Term Loan Commitments are commitments to make additional Term Loans or  commitments to make term
loans with terms different from the Term Loans (“Other Term  Loans”). The Borrower may, by
written notice to the Administrative Agent from time to time, request  additional Revolving Credit
Commitments in an amount not to exceed the Additional Revolving Credit  Commitment Amount from one
or more Persons, each of which must be (i) an existing Lender,  (ii) any Affiliate or Approved Fund
of any existing Lender, (iii) an Additional Lender or (iv) a Debt  Fund Affiliate or a Non-Debt Fund
Affiliate; provided, that (A) the aggregate amount of all  additional Revolving Credit
Commitments of Debt Fund Affiliates and Non-Debt Fund Affiliates established  from and after the
Closing Date pursuant to this Section 2.19 shall not exceed  $7,500,000, (B) no Debt Fund
Affiliate or Non-Debt Fund Affiliate shall be permitted to provide any  additional Revolving Credit
Commitment pursuant to this Section 2.19 if, immediately after  giving effect thereto,
Affiliated Lenders shall collectively constitute more than three  (3) Lenders and (C) no Non-Debt
Fund Affiliate shall be permitted to provide any additional Revolving Credit  Commitment pursuant to
this Section 2.19 if, immediately after giving effect thereto, the  Affiliated Lender
Condition shall not be satisfied. Such notice shall set forth (i) the  amount of the additional
Revolving Credit Commitments being requested (which shall be in minimum  increments of $500,000 and
a minimum amount of $1,000,000 or such lesser amount equal to the remaining  Additional Revolving
Credit Commitment Amount) and (ii) the date on which such additional  Revolving Credit Commitments
are requested to become effective (which shall not be less than seven  (7) Business Days (or less
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(1) Business Day in the case of  any additional Revolving Credit Commitments to be provided
by Debt Fund Affiliates or Non-Debt Fund Affiliates) nor more than sixty  (60) days after the date
of such notice). Except in the case of any additional Revolving Credit  Commitments to be provided
by Debt Fund Affiliates or Non-Debt Fund Affiliates, the Borrower will first  seek Additional
Revolving Credit Commitments from existing Lenders (each of which shall be  entitled to agree or
decline to participate in its sole discretion) and, if additional commitments  are needed, from
additional Persons who will become Revolving Credit Lenders in connection  herewith in accordance
with Section 11.2 and the foregoing provisions of this  Section 2.19. The Borrower
and each Person providing an additional Revolving Credit Commitment shall  execute and deliver to
the Administrative Agent an Additional Revolving Credit Commitment Assumption  Agreement and such
other documentation as the Administrative Agent shall reasonably specify to  evidence the additional
Revolving Credit Commitment of each such Person. The terms and provisions of  such additional
Revolving Credit Commitments and Revolving Loans made under such additional  Revolving Credit
Commitments shall be identical to those of the existing Revolving Credit  Commitments and Revolving
Loans, respectively; provided that no Debt Fund Affiliate or Non-Debt  Fund Affiliate shall
be permitted to receive any fees or discount in connection with any additional  Revolving Credit
Commitment that are not paid to Revolving Credit Lenders generally pursuant to  Section 2.11
(including, without limitation, any arrangement fees, upfront fees or original  issue discount).




(b) The Borrower will first seek Incremental Term Loan  Commitments from existing
Lenders (each of which shall be entitled to agree or decline to participate in  its sole
discretion) and, if additional commitments are needed, from additional banks,  financial
institutions and other institutional lenders who will become Incremental Term  Loan Lenders
in connection therewith. The Borrower and each Incremental Term Loan Lender  shall execute
and deliver to the Administrative Agent an Incremental Term Loan Assumption  Agreement and
such other documentation as the Administrative Agent shall reasonably specify  to evidence
the Incremental Term Loan Commitment of each Incremental Term Loan Lender.  Subject to the
restrictions set forth in the immediately succeeding sentence, the terms and  provisions of
the Incremental Term Loans shall be as set forth in the Incremental Term Loan  Assumption
Agreement; provided that such terms shall be no more favorable to the  lenders or
holders providing such Incremental Term Loans than those applicable to the  initial Term
Loans. Without the prior written consent of the Required Lenders, (i) the  final maturity
date of any Other Term Loans shall be no earlier than the Maturity Date for  Term Loans, (ii)
the Weighted Average Life to Maturity of the Other Term Loans shall be no  shorter than the
Weighted Average Life to Maturity of the Term Loans and (iii) if the  All-In-Yield applicable
to the Other Term Loans being considered priced at the Eurodollar Rate is more  than twenty
five (25) basis points higher than the corresponding All-In-Yield  (calculated on the same
basis) then in effect for all existing Term Loans (or all existing Revolving  Loans) that are
priced at the Eurodollar Rate (the amount of such excess above twenty five  (25) basis points
being referred to herein as the “Yield Differential”), then  the Applicable Margin
then in effect for all existing Term Loans and all existing Revolving Loans  shall
automatically (without requiring any consent of the Lenders) be increased by  the Yield
Differential, effective upon the making of the Other Term Loans being  considered. The
Administrative Agent shall promptly notify each Lender as to the effectiveness  of each
Incremental Term Loan Assumption Agreement and each Additional Revolving Credit  Commitment
Assumption Agreement. Each of the parties hereto hereby agrees that, upon the  effectiveness
of any Incremental Term Loan Assumption Agreement or Additional Revolving  Credit Commitment
Assumption Agreement, this Agreement shall be deemed amended to the extent (but  only to the
extent) necessary to reflect the existence and terms of the Incremental Term  Loan Commitment
and the Incremental Term Loans evidenced thereby or the additional Revolving  Credit
Commitment and additional Revolving Loans evidenced thereby, as applicable, and  the
Administrative Agent and the Borrower may revise this Agreement to evidence  such amendments.


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(c) Notwithstanding the foregoing, no Incremental Term  Loan Commitment or additional
Revolving Credit Commitment shall become effective under this  Section 2.19 unless
(i) on the date of such effectiveness, the conditions set forth in  paragraph (b) of
Section 3.2 shall be satisfied and the Administrative Agent shall  have received a
certificate to that effect dated such date and executed by a Responsible  Officer of the
Borrower, (ii) except as otherwise specified in the applicable Incremental  Term Loan
Assumption Agreement or Additional Revolving Credit Commitment Assumption  Agreement, the
Administrative Agent shall have received legal opinions, board resolutions and  other closing
certificates reasonably requested by the Administrative Agent and consistent  with those
delivered on the Closing Date under Section 3.1, (iii) the  Borrower’s Consolidated
First Lien Leverage Ratio the numerator of which shall be calculated on a pro  forma basis to
give effect to such Incremental Term Loan Commitment and the Incremental Term  Loans to be
made thereunder and the application of the proceeds therefrom, and the  denominator of which
shall equal the Borrower’s Consolidated EBITDA for the most recently ended  twelve
consecutive months with respect to which financial statements have been or were  required to
be delivered pursuant to Section 6.1, shall not exceed the  Borrower’s Consolidated
First Lien Leverage Ratio as of the Closing Date; provided, that  for
purposes of such calculations of the Borrower’s Consolidated First Lien  Leverage Ratio as of
the Closing Date, any Borrowing of Revolving Loans on the Closing Date to fund  additional
upfront fees incurred under the provisions of the Fee Letter under the heading  “Market Flex”
shall be excluded from Indebtedness for purposes of such calculations,  (iv) the Borrower’s
Consolidated Leverage Ratio the numerator of which shall be calculated on a pro  forma basis
to give effect to such Incremental Term Loan Commitment and the Incremental  Term Loans to be
made thereunder and the application of the proceeds therefrom, and the  denominator of which
shall equal the Borrower’s Consolidated EBITDA for the most recently ended  twelve
consecutive months with respect to which financial statements have been or were  required to
be delivered pursuant to Section 6.1, shall not exceed the lesser  of (A) the
Consolidated Leverage Ratio permitted under Section 5.1 for the  last day of the most
recent Fiscal Quarter ending prior to such date and (B) the  Borrower’s Consolidated Closing
Leverage Ratio and (v) to the extent reasonably necessary to maintain the  continuing
priority of the Lien of the Mortgages as security for the Obligations, as  determined by the
Administrative Agent in its reasonable discretion (x) the applicable Loan  Party party to any
Mortgages shall have entered into, and delivered to the Administrative Agent,  at the
direction and in the sole discretion of the Administrative Agent a mortgage  modification or
new Mortgage in proper form for recording in the relevant jurisdiction and in a  form
reasonably satisfactory to the Administrative Agent, (y) the Borrower  shall have caused to
be delivered to the Administrative Agent for the benefit of the Secured Parties  an
endorsement to the title insurance policy, date down(s) or other evidence  reasonably
satisfactory to the Administrative Agent insuring that the priority of the Lien  of the
Mortgages as security for the Obligations has not changed and confirming and/or  insuring
that since the issuance of the title insurance policy there has been no change  in the
condition of title and there are no intervening liens or encumbrances which may  then or
thereafter take priority over the Lien of the Mortgages (other than those  expressly
permitted by Section 8.2) and (z) the Borrower shall have  delivered, at the request
of the Administrative Agent, to the Administrative Agent and/or all other  relevant third
parties all other items reasonably necessary to maintain the continuing  priority of the Lien
of the Mortgages as security for the Obligations.


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(d) Each of the parties hereto hereby agrees that the  Administrative Agent may, in
consultation with the Borrower, take any and all action as may be reasonably  necessary to
ensure that all Incremental Term Loans (other than Other Term Loans), when  originally made,
are included in each Borrowing of outstanding Term Loans on a pro rata basis.  This may be
accomplished by requiring each outstanding Borrowing of Eurodollar Rate Term  Loans to be
converted into a Borrowing of Base Rate Term Loans on the date of each  Incremental Term
Loan, or by allocating a portion of each Incremental Term Loan to each  outstanding Borrowing
of Eurodollar Rate Term Loans on a pro rata basis. Any conversion of Eurodollar  Term Loans
to Base Rate Term Loans required by the preceding sentence shall be subject to  Section
2.16. If any Incremental Term Loan is to be allocated to an existing  Interest Period for
a Borrowing of Eurodollar Rate Term Loans, then the interest rate thereon for  such Interest
Period and the other economic consequences thereof shall be as set forth in the  applicable
Incremental Term Loan Assumption Agreement. In addition, to the extent any  Incremental Term
Loans are not Other Term Loans, the scheduled amortization payments under  Section
2.6(b) required to be made after the making of such Incremental Term Loans  shall be
ratably increased by the aggregate principal amount of such Incremental Term  Loans and shall
be further increased for all Lenders on a pro rata basis to the extent  necessary to avoid
any reduction in the amortization payments to which the Term Loan Lenders were  entitled
before such recalculation. Each of the parties hereto hereby agrees that the  Administrative
Agent may, in consultation with the Borrower, take any and all action as may be  reasonably
necessary to ensure that, upon the effectiveness of each additional Revolving  Credit
Commitment, (i) Revolving Loans made under such additional Revolving  Credit Commitment are
included in each Borrowing of outstanding Revolving Loans on a pro rata basis  and (ii) the
Lender providing each additional Revolving Credit Commitment shares ratably in  the aggregate
Pro Rata Outstandings under the Revolving Credit Facility. This  Section 2.19 shall
supersede any provisions in Sections 2.12, 11.1 or  11.9 to the
contrary.



Section 2.20 Extension of Loans and Commitments.




(a) Notwithstanding anything to the contrary in this  Agreement, pursuant to one or more
offers (each, an “Extension Offer”) made from time to time by  the Borrower to all
Term Loan Lenders of Term Loans with a like Maturity Date, all Incremental Term  Loan Lenders
of Incremental Term Loans with a like Maturity Date, all Lenders of Other Term  Loans with a
like Maturity Date, all Lenders of Other Refinancing Term Loans with a like  Maturity Date,
all Revolving Credit Lenders with Revolving Credit Commitments with a like  Maturity Date or
all Lenders with Other Refinancing Revolving Credit Commitments with a like  Maturity Date,
in each case on a pro rata basis (based on the aggregate outstanding principal  amount of the
respective Loans or the aggregate amount of the Commitments with the same  Maturity Date, as
the case may be) and on the same terms to each such Lender, the Borrower may  from time to
time offer to extend the maturity date for any Term Loans, Incremental Term  Loans, Other
Term Loans, Other Refinancing Term Loans, Revolving Credit Commitments, and/or  Other
Refinancing Revolving Credit Commitments and otherwise modify the terms of such  Loans and/or
Commitments pursuant to the terms of the relevant Extension Offer (including by  increasing
the interest rate or fees payable in respect of such Loans and/or Commitments  (and related
outstandings) and/or modifying the amortization schedule in respect of such  Lender’s Loans)
(each, an “Extension”, and each group of Loans or Commitments,  as applicable, in
each case as so extended, as well as the original Loans and Commitments (in  each case not so
extended), being a tranche; any Extended Term Loans, Extended Incremental Term  Loans or
Extended Other Term Loans shall constitute a separate tranche of Term Loans  from the tranche
of Term Loans from which they were converted, and any Extended Revolving Credit  Commitments
shall constitute a separate tranche of Revolving Credit Commitments from the  tranche of
Revolving Credit Commitments from which they were converted), so long as the  following terms
are satisfied:




(i) no Default or Event of Default shall have occurred  and be continuing at the
time an Extension Offer is delivered to the Lenders or at the time of the  Extension;


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(ii) except as to interest rates, fees and final maturity  (which shall, subject
to the requirements of this Section 2.20, be determined by Borrower  and set
forth in the relevant Extension Offer), the Revolving Credit Commitment, or  Other
Refinancing Revolving Credit Commitment of any Revolving Credit Lender (an
“Extending Revolving Credit Lender”) extended pursuant to an  Extension (an
“Extended Revolving Credit Commitment”), and the related  outstandings, shall
be a Revolving Credit Commitment, or Other Refinancing Revolving Credit  Commitment
(or related outstandings, as the case may be) with the same terms as the  original
Revolving Credit Commitments or Other Refinancing Revolving Credit Commitments  (and
related outstandings); provided that (x) subject to the provisions  of
Sections 2.3(e) and 2.4(h) to the extent dealing with  Letters of
Credit and Swing Loans which mature or expire after a Maturity Date when there  exist
Extended Revolving Credit Commitments with a longer Maturity Date, all Letters  of
Credit and Swing Loans shall be participated in on a pro rata basis by all  Lenders
with Revolving Credit Commitments, or Other Refinancing Revolving Credit  Commitments
in accordance with their pro rata share of the aggregate Revolving Credit
Commitment, or Other Refinancing Revolving Credit Commitment (and except as  provided
in Sections 2.3(e) and 2.4(h), without giving effect to  changes
thereto on an earlier Maturity Date with respect to Swing Loans and Letters of
Credit theretofore incurred or issued) and all borrowings under Revolving  Credit
Commitments, or Other Refinancing Revolving Credit Commitments and repayments
thereunder shall be made on a pro rata basis (except for (A) payments of  interest
and fees at different rates on Extended Revolving Credit Commitments (and  related
outstandings) and (B) repayments required upon the Maturity Date for the
non-extending Revolving Credit Commitments, or Other Refinancing Revolving  Credit
Commitments) and (y) at no time shall there be Revolving Credit  Commitments or Other
Refinancing Revolving Credit Commitments hereunder (including Extended  Revolving
Credit Commitments and any original Revolving Credit Commitments) which have  more
than three different Maturity Dates;




(iii) except as to interest rates, fees, amortization,  final maturity date,
premium, required prepayment dates and participation in prepayments (which  shall,
subject to the succeeding clauses (iv), (v) and (vi), be
determined by the Borrower and set forth in the relevant Extension Offer), the  Term
Loans of any Term Loan Lender (an “Extending Term Loan  Lender”) extended
pursuant to any Extension (“Extended Term Loans”) shall have  the same terms
as the tranche of Term Loans subject to such Extension Offer;




(iv) the final maturity date for any Extended Term Loans  shall be no earlier
than the then latest Maturity Date hereunder and the amortization schedule
applicable to such Extended Term Loans pursuant to Section 2.6(b)  for
periods prior to the applicable Maturity Date may not be increased;




(v) the Weighted Average Life to Maturity of any Extended  Term Loans shall be
no shorter than the remaining Weighted Average Life to Maturity of the Term  Loans
extended thereby;




(vi) any Extended Term Loans may participate on a pro  rata basis or a less than
pro rata basis (but not greater than a pro rata basis) in any voluntary or  mandatory
repayments or prepayments hereunder, in each case as specified in the  respective
Extension Offer;


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(vii) if the aggregate principal amount of applicable  Term Loans (calculated on
the face amount thereof), Revolving Credit Commitments, or Other Refinancing
Revolving Credit Commitments, as the case may be, in respect of which  applicable
Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall have
accepted the relevant Extension Offer shall exceed the maximum aggregate  principal
amount of applicable Term Loans, Revolving Credit Commitments, or Other  Refinancing
Revolving Credit Commitments, as the case may be, offered to be extended by the
Borrower pursuant to such Extension Offer, then the applicable Term Loans,  Revolving
Loans, or Other Refinancing Loans, as the case may be, of the applicable Term  Loan
Lenders or Revolving Credit Lenders, as the case may be, shall be extended  ratably
up to such maximum amount based on the respective principal amounts (but not to
exceed actual holdings of record) with respect to which such Term Loan Lenders  or
Revolving Credit Lenders, as the case may be, have accepted such Extension  Offer;




(viii) all documentation in respect of such Extension  shall be consistent with
the foregoing;




(ix) the Extension shall not become effective unless, on  the proposed effective
date of the Extension, (x) the Borrower shall deliver to the  Administrative Agent
one or more legal opinions reasonably satisfactory to the Administrative Agent  and a
certificate of an authorized officer of each Loan Party dated the applicable  date of
the Extension and executed by an authorized officer of such Loan Party  certifying
and attaching the resolutions adopted by such Loan Party approving or  consenting to
such extension and (y) the conditions set forth in Section 3.2  shall be
satisfied or waived (with all references in such Section to any credit event  being
deemed to be references to the Extension on the applicable date of the  Extension)
and the Administrative Agent shall have received a certificate to that effect  dated
the applicable date of the Extension and executed by a financial officer of the
Borrower;




(x) any applicable Minimum Extension Condition (as  defined below) shall be
satisfied unless waived by the Borrower; and




(xi) the Minimum Tranche Amount (as defined below) shall  be satisfied unless
waived by the Administrative Agent.




(b) With respect to all Extensions consummated by the  Borrower pursuant to this
Section 2.20, (i) such Extensions shall not constitute  voluntary or mandatory
payments or prepayments for purposes of Sections 2.7 or 2.8  and (ii) no
Extension Offer is required to be in any minimum amount or any minimum  increment;
provided that (A) the Borrower may at its election specify as a  condition (a
“Minimum Extension Condition”) to consummating any such  Extension that a minimum
amount (to be determined and specified in the relevant Extension Offer in  Borrower’s sole
discretion and may be waived by Borrower) of Term Loans, Other Refinancing Term  Loans or
Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments  (as
applicable) of any or all applicable tranches be tendered and (B) no  tranche of Extended
Loans shall be in an amount of less than $25,000,000 (the “Minimum  Tranche Amount”),
unless such Minimum Tranche Amount is waived by the Administrative Agent.  Subject to
compliance with the terms of this Section 2.20, the Administrative  Agent, the L/C
Issuer and the Lenders hereby consent to the Extensions and the other  transactions
contemplated by this Section 2.20 (including, for the avoidance of  doubt, payment of
any interest, fees or premium in respect of any Extended Term Loans and/or  Extended
Revolving Credit Commitments on such terms as may be set forth in the relevant  Extension
Offer) and hereby waive the requirements of any provision of this Agreement  (including,
without limitation, Sections 2.12, 11.1 and 11.9) or  any other Loan
Document that may otherwise prohibit any such Extension or any other  transaction
contemplated by this Section 2.20.


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(c) Notwithstanding anything to the contrary set forth  herein, no consent of any
Lender, the L/C Issuer or the Administrative Agent shall be required to  effectuate any
Extension, other than the consent of each Lender agreeing to such Extension  with respect to
one or more of its Term Loans, Other Refinancing Term Loans, Revolving Credit  Commitments,
and/or Other Refinancing Revolving Credit Commitments (or a portion thereof);  provided that
the consent of the L/C Issuer shall be required to effect an Extension of  Revolving Credit
Commitments. All Extended Term Loans, Extended Revolving Credit Commitments and  all
obligations in respect thereof shall be Secured Obligations under this  Agreement and the
other Loan Documents that are secured by all or a portion of the Collateral on  a pari passu
or junior lien basis with all other applicable Obligations under this Agreement  and the
other Loan Documents. The Lenders hereby irrevocably authorize the  Administrative Agent to
enter into amendments to this Agreement and the other Loan Documents with the  Borrower as
may be necessary in order to establish new tranches or sub-tranches in respect  of Revolving
Credit Commitments or Term Loans so extended and such technical amendments as  may be
necessary or appropriate in the reasonable opinion of the Administrative Agent  and the
Borrower in connection with the establishment of such new tranches or  subtranches, in each
case on terms consistent with this Section 2.20. Without limiting  the foregoing, in
connection with any Extensions the respective Loan Parties shall (at their  expense) amend
(and the Administrative Agent is hereby directed to amend) any Mortgage that  has a maturity
date prior to the then latest Maturity Date so that such maturity date is  extended to the
then latest Maturity Date (or such later date as may be advised by local  counsel to the
Administrative Agent).




(d) In connection with any Extension, the Borrower shall  provide the Administrative
Agent at least ten (10) Business Days (or such shorter period as may be  agreed by the
Administrative Agent) prior written notice thereof, and shall agree to such  procedures, if
any, as may be established by, or acceptable to, the Administrative Agent, in  each case
acting reasonably to accomplish the purposes of this Section 2.20.




(e) Notwithstanding anything to the contrary contained  herein, no Lender shall be
required to accept an Extension Offer.



Section 2.21 Loan Repurchases.




(a) Subject to the terms and conditions set forth or  referred to below and to
Section 11.2, the Borrower may from time to time, at its  discretion, conduct
modified Dutch auctions in order to facilitate the purchase of its Term Loans  by Purchasing
Borrower Parties (each, a “Purchase Offer”), each such  Purchase Offer to be managed
exclusively by the Administrative Agent (in such capacity, the “Auction  Manager”),
so long as the following conditions are satisfied or waived:




(i) each Purchase Offer shall be conducted in accordance  with the procedures,
terms and conditions set forth in this Section 2.21 and the Auction
Procedures;




(ii) no Default or Event of Default shall have occurred  and be continuing on
the date of the delivery of each Auction Notice and at the time of purchase of  any
Term Loans in connection with any Purchase Offer;


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(iii) the principal amount (calculated on the face amount  thereof) of Term
Loans that such Purchasing Borrower Party offers to purchase in any such  Purchase
Offer shall be no less than $2,500,000, unless another amount is agreed to by  the
Administrative Agent (such agreement not to be unreasonably withheld or  delayed) or
such lesser amount to the extent the amount of outstanding Term Loans is less  than
$2,500,000;




(iv) immediately after giving effect to any purchase of  Term Loans by any
Purchasing Borrower Party pursuant to this Section 2.21, there  shall be no
Revolving Credit Outstandings other than undrawn amounts of Letters of Credit;




(v) the aggregate principal amount (calculated on the  face amount thereof) of
all Term Loans so purchased by a Purchasing Borrower Party shall automatically  be
cancelled and retired by the Borrower on the settlement date of the relevant
purchase (and may not be resold), and in no event shall any Purchasing Borrower
Party be entitled to any vote hereunder in connection with such Term Loans;




(vi) no more than one Purchase Offer may be ongoing at  any one time;




(vii) any Purchase Offer shall be offered to all Term  Loan Lenders on a pro
rata basis; and




(viii) no purchase of any Term Loans shall be made from  the proceeds of any
Incremental Term Loans.




(b) The Borrower must terminate any Purchase Offer if it  fails to satisfy one or more
of the conditions set forth above which are required to be met (and have not  been waived) at
the time which otherwise would have been the time of purchase of Term Loans  pursuant to such
Purchase Offer. If a Purchasing Borrower Party commences any Purchase Offer  (and all
relevant requirements set forth above which are required to be satisfied or  waived at the
time of the commencement of such Purchase Offer have in fact been satisfied or  waived), and
if at such time of commencement such Purchasing Borrower Party reasonably  believes that all
required conditions set forth above which are required to be satisfied or  waived at the time
of the consummation of such Purchase Offer shall be satisfied or waived, then  such
Purchasing Borrower Party shall have no liability to any Term Loan Lender for  any
termination of such Purchase Offer as a result of its failure to satisfy one or  more of the
conditions set forth above which are required to be met at the time which  otherwise would
have been the time of consummation of such Purchase Offer, and any such failure  shall not
result in any Default or Event of Default hereunder. With respect to all  purchases of Term
Loans made by a Purchasing Borrower Party pursuant to this  Section 2.21, (x) the
Borrower shall pay on the settlement date of each such purchase all accrued and  unpaid
interest (except to the extent otherwise set forth in the relevant offering  documents), if
any, on the purchased Term Loans up to the settlement date of such purchase,  and (y) such
purchases (and the payments made by such Purchasing Borrower Party (and the  cancellation of
the purchased Loans in the case of any Loans purchased by a Purchasing Borrower  Party, in
each case in connection therewith) shall not constitute voluntary or mandatory  payments or
prepayments for purposes of Sections 2.7 or 2.8 hereof.


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(c) The Administrative Agent and the Lenders hereby  consent to the Purchase Offers and
the other transactions effected pursuant to and in accordance with the terms of  this
Section 2.21 (provided that, notwithstanding anything to the  contrary
contained herein, no Lender shall have an obligation to participate in any such  Purchase
Offer). For the avoidance of doubt, it is understood and agreed that the  provisions of
Section 2.16(a), Section 2.12 and  Section 11.9 will not apply (but
for the avoidance of doubt, Sections 11.2(g) and 11.23 will  apply) to the
purchases of Term Loans pursuant to Purchase Offers made pursuant to and in  accordance with
the provisions of this Section 2.21. The Auction Manager acting in  its capacity as
such hereunder shall be entitled to the benefits of the provisions of  Article 10 and
Section 11.3 and Section 11.4 to the same extent as if  each reference
therein to the “Administrative Agent” were a reference to the Auction  Manager, and the
Administrative Agent shall cooperate with the Auction Manager as reasonably  requested by the
Auction Manager in order to enable it to perform its responsibilities and  duties in
connection with each Purchase Offer.




(d) This Section 2.21 shall supersede any  provisions in Sections 2.12,
11.1 or 11.9 to the contrary.



Section 2.22 Refinancing Amendment. At any time after the  Closing Date, the Borrower
may obtain, from any Lender or any Refinancing Lender, Credit Agreement  Refinancing Indebtedness in
respect of all or any portion of the Loans or Commitments then outstanding  under this Agreement
(which for purposes of this Section 2.22 will be deemed to include  any then outstanding
Other Refinancing Loans, Other Refinancing Commitments, Incremental Term Loans,  Incremental Term
Loan Commitments, Extended Loans or Extended Commitments), in the form of Other  Refinancing Loans
or Other Refinancing Commitments in each case pursuant to a Refinancing  Amendment; provided that
such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or  junior in right of
payment and of security with the other Loans and Commitments hereunder and  (ii) will have such
pricing, premiums and optional prepayment or redemption terms as may be agreed  by the Borrower and
the Lenders thereof. Any Other Refinancing Loans or Other Refinancing  Commitments, as applicable,
may participate on a pro rata basis or on a less than pro rata basis (but not  on a greater than pro
rata basis) in any voluntary or mandatory prepayments hereunder, as specified  in the applicable
Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be  subject to the
satisfaction or waiver on the date thereof of each of the conditions set forth  in Section
3.2 and, to the extent reasonably requested by the Administrative Agent,  receipt by the
Administrative Agent of (a) board resolutions, officers’ certificates  and/or reaffirmation
agreements consistent with those delivered on the Closing Date under  Section 3.1 and (b)
customary legal opinions reasonably acceptable to the Administrative Agent.  Each issuance of Credit
Agreement Refinancing Indebtedness incurred under this Section 2.22  shall be in an
aggregate principal amount that is not less than $50,000,000. The  Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Refinancing  Amendment. Each of the
parties hereto hereby agrees that, upon the effectiveness of any Refinancing  Amendment, this
Agreement shall be deemed amended to the extent (but only to the extent)  necessary to reflect the
existence and terms of the Credit Agreement Refinancing Indebtedness incurred  pursuant thereto
(including any amendments necessary to treat the Loans and Commitments subject  thereto as Other
Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing  Amendment may, without the
consent of any other Lenders, effect such amendments to this Agreement and the  other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the  Administrative Agent and the
Borrower, to effect the provisions of this Section 2.22. This  Section 2.22 shall
supersede any provisions in Sections 2.12, 11.1 or  11.9 to the contrary.


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ARTICLE 3

CONDITIONS TO LOANS AND LETTERS OF CREDIT




Section 3.1 Conditions Precedent to Initial Loans and Letters of  Credit. The
obligation of each Lender to make any Loan on the Closing Date and the  obligation of each L/C
Issuer to Issue any Letter of Credit on the Closing Date is subject to the  satisfaction or due
waiver of each of the following conditions precedent:




(a) Certain Documents. The Administrative Agent shall  have received on or prior
to the Closing Date each of the following, each dated the Closing Date unless  otherwise
agreed by the Administrative Agent, in form and substance satisfactory to the  Administrative
Agent and each Lender:




(i) this Agreement duly executed by the Borrower and, for  the account of each
Lender having requested the same by notice to the Administrative Agent and the
Borrower received by each at least three (3) Business Days prior to the  Closing Date
(or such later date as may be agreed by the Borrower), copies of Notes (with
originals to follow promptly thereafter) in each applicable Facility conforming  to
the requirements set forth in Section 2.14(e);




(ii) the Guaranty and Security Agreement, duly executed  by each Guarantor,
together with (A) copies of UCC, Intellectual Property and other  appropriate search
reports and of all effective prior filings listed therein, together with  evidence of
the termination of such prior filings and other documents with respect to the
priority of the security interest of the Administrative Agent in the  Collateral, in
each case as may be reasonably requested by the Administrative Agent and  (B) within
two (2) Business Days following the Closing Date, all certificates  representing all
Securities for corporations (and to the extent any limited liability company or
limited partnership has “opted into” Article 8 of the UCC  pursuant to Section 8-103
of the UCC, for such limited liability company or limited partnership) being  pledged
pursuant to such Guaranty and Security Agreement and related undated powers or
endorsements duly executed in blank;




(iii) the Intercreditor Agreement, duly executed by the  Second Lien Agent and
the Loan Parties;




(iv) Mortgages for each Material Real Property of the  Loan Parties identified
on Schedule 4.16, if any, (except as may be agreed to by the  Administrative
Agent), together with all Mortgage Supporting Documents relating thereto;




(v) duly executed favorable and customary opinions of  counsel to the Loan
Parties in New York and each jurisdiction of organization of any Loan Party,  each
addressed to the Administrative Agent, the L/C Issuers and the Lenders and
addressing such customary matters as the Administrative Agent may reasonably
request;




(vi) a copy of each Constituent Document of each Loan  Party that is on file
with the secretary of state (or other similar Governmental Authority) in the
jurisdiction of its organization, certified as of a recent date by such  secretary of
state (or other similar Governmental Authority), together with, if applicable,
certificates attesting to the good standing or existence of such Loan Party in  its
jurisdiction of organization;




(vii) a certificate of the secretary or other officer of  each Loan Party
certifying as to (A) the names and signatures of each officer of such Loan  Party
authorized to execute and deliver any Loan Document, (B) the Constituent  Documents
of such Loan Party attached to such certificate are complete and correct copies  of
such Constituent Documents as in effect on the date of such certification (or,  for
any such Constituent Document delivered pursuant to clause (vi) above,  that
there have been no changes from such Constituent Document so delivered) and  (C) the
resolutions of such Loan Party’s board of directors or other appropriate  governing
body approving and authorizing the execution, delivery and performance of each  Loan
Document to which such Loan Party is a party; and




(viii) customary insurance certificates in form and  substance satisfactory to
the Administrative Agent demonstrating that the insurance policies required by
Section 7.5 are in full force and effect and have all endorsements  required
by such Section 7.5.


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(b) Fees and Expenses. There shall have been paid to  the Administrative Agent,
for the account of the Administrative Agent, its Related Persons, any L/C  Issuer or any
Lender, as the case may be, all reasonable and documented fees and expenses, in  each case
due and payable under any Loan Document on or before the Closing Date,  including, without
limitation, all fees payable pursuant to the Fee Letter that are due and  payable on the
Closing Date.




(c) Closing Leverage Condition. The Consolidated  Closing Leverage Ratio of the
Group Members on the Closing Date after giving effect to the initial funding  under this
Agreement, the initial funding under the Second Lien Credit Agreement, the  application of
the proceeds thereof, any equity contribution made by the Sponsors, and other  transactions
contemplated hereby, shall not exceed 4.45:1.00.




(d) Sponsor PIK Notes. The Permitted Investors and/or  other co-investors
reasonably acceptable to the Lead Arrangers shall have entered into an  agreement to provide
up to $30,000,000 of (i) senior unsecured paid-in-kind notes in  substantially the form
attached hereto as Exhibit J (the “Sponsor PIK  Notes”) or (ii) preferred
equity (for the avoidance of doubt, in addition to the preferred equity to be  issued on the
Closing Date previously disclosed to the Lead Arrangers) on terms reasonably  satisfactory to
the Lead Arrangers (it being agreed that the terms of the preferred equity to  be issued on
the Closing Date and disclosed to the Lead Arrangers prior to the July 30,  2011 are
acceptable), in each case, to be issued by Borrower on the Closing Date.




(e) Second Lien Credit Agreement. The Borrower shall  have received
simultaneously with the initial funding under this Agreement not less than  $65,000,000 in
gross cash proceeds from the borrowings under the Second Lien Credit Agreement.  The Second
Lien Credit Agreement financial covenant levels shall be set at no less than a  10% cushion
relative to the corresponding financial covenant levels set forth in  Sections 5.1,
5.2 and 5.3. The other terms and conditions of the Second Lien  Loan
Documents (including but not limited to terms and conditions relating to the  interest rate,
fees, amortization, maturity, lien subordination, covenants, events of default  and
remedies), shall be reasonably satisfactory in all respects to the Lead  Arrangers (it being
acknowledged that the terms described for the Second Lien Loan Documents  executed
simultaneously with the Commitment Letter and delivered to the Lead Arrangers  prior to July
30, 2011 are satisfactory to the Lead Arrangers).




(f) Absence of Litigation. There shall be no  injunction, temporary restraining
order, or other legal action in effect which would prohibit the closing of the  Loan
Documents or any of the other Related Transactions.




(g) Acquisition. The Acquisition Agreement shall have  been completed in form
and substance reasonably satisfactory to the Lead Arrangers (it being  understood that the
version of the Acquisition Agreement and the exhibits and disclosure schedules  thereto
provided to and received by the Lead Arrangers at 10:36 p.m. (Pacific  Daylight Time) on July
30, 2011 is satisfactory to the Lead Arrangers). All conditions precedent of  any party to
the Acquisition shall have been met (or waived with the consent of the Lead  Arrangers, in
their sole discretion) and the Acquisition shall have been consummated in  accordance with
the terms of the Acquisition Agreement or will be consummated concurrently with  the initial
funding hereunder (in each case, without any amendment, modification or waiver  of any of the
provisions thereof that would be materially adverse to the Lenders without the  consent of
the Lead Arrangers, in their sole discretion).


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(h) Evidence of Solvency. The Lead Arrangers shall have  received a solvency
certificate from the chief executive officer, president or chief financial  officer of the
Borrower in substantially the form attached hereto as Exhibit K.




(i) No Closing Date Material Adverse Effect. Except as  (i) set forth in, in the
case of Verge, the disclosure letter delivered by Verge to the Borrower and  Merger Sub,
simultaneously with the execution of the Acquisition Agreement (the  “Verge Disclosure
Letter”) or, in the case of the Borrower and Merger Sub, the  disclosure letter delivered
by the Borrower and Merger Sub to Verge simultaneously with the execution of  the Acquisition
Agreement (the “Westwood Disclosure Letter,” and each of the  Verge Disclosure Letter
and the Westwood Disclosure Letter, a “Disclosure Letter”),  (ii) in the case of the
Borrower, disclosed in the Westwood SEC Reports (as defined below) publicly  filed with the
Securities and Exchange Commission (the “SEC”) at least two  Business Days (as
defined below) prior to the execution of the Acquisition Agreement (excluding  any
disclosures set forth in any risk factor section in any Westwood SEC Report (as  defined
below), forward-looking statements contained in any Westwood SEC Report or any  exhibit to
any Westwood SEC Report (except, in the case of an exhibit to any Westwood SEC  Report, to
the extent explicitly referred to in the Acquisition Agreement for a particular  purpose)),
or (iii) in the case of Verge, disclosed in the Most Recent Verge Audit  (as defined below)
(excluding any disclosures set forth in any risk factor section in the Most  Recent Verge
Audit or forward-looking statements contained in the Most Recent Verge Audit),  (x) with
respect to Verge, except as disclosed in Section 3.19 of its Disclosure  Letter, since
December 31, 2010, there has not been a “Closing Date Material  Adverse Effect” (as defined
below) and (y) with respect to the Borrower, except as disclosed in  Section 3.19 of its
Disclosure Letter, since December 31, 2010, there has not been a  “Closing Date Material
Adverse Effect” (as defined below).



“Closing  Date Material Adverse Effect” means, with respect to any party, any  event,
circumstance, change in or effect on such party or any of its Retained  Subsidiaries (as defined
below) that, individually or in the aggregate (taking into account all other  such events,
circumstances, changes or effects), has or would reasonably be expected to have  a material adverse
effect on (i) the business, assets, liabilities, financial condition or  results of operations of
such party and its Retained Subsidiaries, taken as a whole, or (ii) the  ability of such party to
perform its obligations hereunder or consummate the transactions contemplated  hereby; provided,
however, that none of the following, either alone or in combination, shall be  considered in
determining whether there has been a “Closing Date Material Adverse  Effect”: any event,
circumstance, change in or effect resulting from (a) any change in the  operating, business,
regulatory or other conditions in the industries in which such party and its  Retained Subsidiaries
operate; (b) general economic conditions, including changes in the credit,  debt, financial or
capital markets (including changes in interest or exchange rates or any default  or anticipated
default by the United States on its sovereign debt or other obligations), in  each case, in the
United States or anywhere else in the world; (c) earthquakes, floods,  natural disasters or other
acts of nature or force majeure events; (d) acts of war, sabotage or  terrorism or military actions
or similar circumstances, including from worsening of current conditions caused  thereby, occurring
after the date hereof; (e) any change in Laws (as defined below) or GAAP  (as defined below), or the
interpretation thereof; (f) the taking of any action or the consummation  of any transaction, in
either case required by the Acquisition Agreement, or the announcement of the  transactions
contemplated hereby; (g) any decline in the market price of the common  stock of the Borrower (it
being understood that


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the facts or occurrences giving rise to or contributing to  such decline may
be deemed to constitute, or be taken into account in determining whether there  has been or will be,
a Closing Date Material Adverse Effect); (h) any failure, in and of  itself, by such party to meet
any internal or published projections, forecasts, estimates or predictions in  respect of revenues,
earnings or other financial or operating metrics for any period (it being  understood that the facts
or occurrences giving rise to or contributing to such failure may be deemed to  constitute, or be
taken into account in determining whether there has been or will be, a Closing  Date Material
Adverse Effect); (i) in and of itself, any statement or qualification in  any auditor’s report or
opinion expressing doubt or uncertainty regarding the Borrower’s ability  to continue as a going
concern (it being understood that the facts or occurrences giving rise to or  contributing to such
statement or qualification may be deemed to constitute, or be taken into  account in determining
whether there has been or will be, a Closing Date Material Adverse Effect); or  (j) any matter to
the extent specifically described in such party’s Disclosure Letter;  provided that the exceptions
in clauses (a), (b), (c), (d) and (e) shall  only be taken
into account if such party is not adversely affected in a disproportionate  manner relative to other
participants in the industry in which such party primarily operates.



In addition, for  purposes of this Section 3.1(i), (i) “Business Day” means  any day other
than a Saturday, a Sunday or a day on which banking institutions in the City of  Wilmington,
Delaware are authorized or required by applicable Law (as defined below) or  executive order to
remain closed, (ii) “Delivered” means that the applicable document  has been, in the case of the
Borrower, posted in the Borrower data room on the Intralinks website, delivered  to Verge
electronically or filed as an exhibit in the Westwood SEC Reports publicly  filed with the SEC or,
in the case of Verge, posted in Verge’s data room on the Merrill Datasite  website or delivered to
the Borrower electronically, in each case on or prior to the date of execution  of the Acquisition
Agreement, (iii) “GAAP” means, with respect to any party, generally  accepted accounting principles
in the United States of America, as in effect from time to time, and, when used  in reference to
unaudited financial statements, including the unaudited consolidated balance  sheet of Verge and its
consolidated Subsidiaries (as defined below) as of March 31, 2011, and the  related unaudited
consolidated statements of income and cash flows for the fiscal year or the  three-month period,
respectively, then ended and the unaudited interim consolidated financial  statements of the
Borrower, shall include exceptions for (a) normal recurring year-end  adjustments, the effect of
which are not, individually or in the aggregate, material to the business or  operations of such
party and its Retained Subsidiaries, and (b) lack of accompanying  footnotes, (iv) “Law” means any
federal, national, supranational, foreign, state, provincial, municipal, local  or similar statute,
law, ordinance, regulation, rule, code, order, requirement or rule of law  (including common law),
(v) “Most Recent Verge Audit” means Verge’s audited financial  statements for the year ended
December 31, 2010, as Delivered to the Borrower by Verge prior to the date  of the Acquisition
Agreement, (vi) “Retained Subsidiaries” means (a) with respect  to the Borrower, the Subsidiaries of
the Borrower other than Metro Networks, Inc., a Delaware corporation,  SmartRoute Systems, Inc., a
Delaware corporation, TLAC, Inc., a Delaware corporation, and the Subsidiaries  of the foregoing,
and (b) with respect to Verge, the Subsidiaries of Verge, in each case,  for the avoidance of doubt,
other than Triton Media Group, LLC, Triton Digital, Inc. and the Subsidiaries  of Triton Digital,
Inc, (vii) “Subsidiary” means, with respect to any person, any  corporation, partnership,
association or other business entity of which (a) if a corporation, a  majority of the total voting
power of shares of stock entitled (without regard to the occurrence of any  contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or  controlled,
directly or indirectly, by that person or one or more of the other Subsidiaries  of that person or a
combination thereof, or (b) if a partnership, association or other  business entity, a majority of
the partnership or other similar ownership interest thereof is at the time  owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries  of that person or a
combination thereof and (viii) “Westwood SEC Reports” means all  required forms, reports,
statements, schedules, registration statements and other documents required to  be filed or
furnished by the Borrower and its Subsidiaries with or to the SEC since  January 1, 2009 (together
with any other forms, reports, statements, schedules, registration statements,  prospectuses, proxy
statements and other documents filed with or furnished to the SEC subsequent to  the date hereof).


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(j) Specified Representations. The accuracy, in all  material respects, of the
Specified Representations and the Specified Acquisition Agreement  Representations.




(k) Request. The Administrative Agent (and, in the case  of any Issuance, the
relevant L/C Issuer) shall have received, to the extent required by  Article 2, a
written, timely and duly executed and completed Notice of Borrowing, Swingline  Request or,
as the case may be, L/C Request.




(l) Officer’s Certificate. The Lead Arrangers  shall have received a certificate
of a Responsible Officer of the Borrower certifying as to the matters set forth  in items
(c), (f), (g) (limited to the second sentence thereof),  (i)
and (j) above.



Section 3.2 Conditions Precedent to Each Loan Made and Letter of  Credit Issued After the
Closing Date. The obligation of each Lender on any date (other than the  Closing Date) to make
any Loan and of each L/C Issuer on any date (other than the Closing Date) to  Issue any Letter of
Credit is subject to the satisfaction of each of the following conditions  precedent:




(a) Request. The Administrative Agent (and, in the case  of any Issuance, the
relevant L/C Issuer) shall have received, to the extent required by  Article 2, a
written, timely and duly executed and completed Notice of Borrowing, Swingline  Request or,
as the case may be, L/C Request.




(b) Representations and Warranties; No Defaults. The  following statements shall
be true on such date, both immediately before and immediately after giving  effect to such
Loan or, as applicable, such Issuance: (i) the representations and  warranties set forth in
any Loan Document shall be true and correct in all material respects (but in  all respects if
such representation or warranty is qualified by “material” or  “Material Adverse Effect”) on
and as of such date or, to the extent such representations and warranties  expressly relate
to an earlier date, on and as of such earlier date (but in all respects if such
representation or warranty is qualified by “material” or  “Material Adverse Effect) and (ii)
no Default shall be continuing.



The  representations and warranties set forth in any Notice of Borrowing, Swingline  Request or L/C
Request (or any certificate delivered in connection therewith) shall be deemed  to be made on and as
of the date (except on the Closing Date) of the relevant Loan or Issuance and  the acceptance of the
proceeds thereof or of the delivery of the relevant Letter of Credit.



Section 3.3 Determinations of Initial Borrowing Conditions. For  purposes of
determining compliance with the conditions specified in  Section 3.1, each Lender shall be
deemed to be satisfied with each document and each other matter required to be  satisfactory to such
Lender unless, prior to the Closing Date, the Administrative Agent receives  written notice from
such Lender specifying such Lender’s objections and such Lender has not  made available its Pro Rata
Share of any Borrowing scheduled to be made on the Closing Date. The making of  the initial
extensions of credit (including the Loans made and the Letters of Credit  Issued) by the Lenders and
the L/C Issuers being conclusively deemed to be the satisfaction or waiver of  all of the conditions
precedent in Section 3.1.


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ARTICLE 4

REPRESENTATIONS AND WARRANTIES




To induce the Lenders, the L/C Issuers and the Administrative Agent to  enter into the Loan
Documents, the Borrower (and, to the extent set forth in any other Loan  Document, each other Loan
Party) represents and warrants to each of them each of the following on and as  of the Closing Date
and each date applicable pursuant to Section 3.2:



Section 4.1 Corporate Existence; Compliance with Law. Each  Group Member (a) is duly
organized and validly existing under the laws of the jurisdiction of its  organization, (b) is in
good standing (if applicable) under the laws of the jurisdiction of its  organization, (c) is duly
qualified to do business as a foreign entity and in good standing (if  applicable) under the laws of
each jurisdiction where such qualification is necessary, except where the  failure to be so
qualified or in good standing would not, in the aggregate, have a Material  Adverse Effect, (d) has
all requisite power and authority and the legal right to own, pledge, mortgage  and operate its
property, to lease or sublease any property it operates under lease or sublease  and to conduct its
business as now or currently proposed to be conducted, (e) is in  compliance with its Constituent
Documents, (f) is in compliance with all applicable Requirements of Law  except where the failure to
be in compliance would not have a Material Adverse Effect and (g) has all  necessary Permits from or
by, has made all necessary filings with, and has given all necessary notices  to, each Governmental
Authority having jurisdiction, to the extent required for such ownership,  lease, sublease,
operation, occupation or conduct of business, except where the failure to  obtain such Permits, make
such filings or give such notices would not, in the aggregate, have a Material  Adverse Effect.



Section 4.2 Loan and Related Documents. (a) Power and  Authority. The
execution, delivery and performance by each Loan Party of the Loan Documents  and the other Related
Documents to which it is a party and the consummation of the Related  Transactions and other
transactions contemplated therein (i) are within such Loan Party’s  corporate or similar powers and,
at the time of execution thereof, have been duly authorized by all necessary  corporate and similar
action (including, if applicable, consent of holders of its Securities),  (ii) do not (A) contravene
such Loan Party’s Constituent Documents, (B) violate any applicable  Requirement of Law, (C)
conflict with, contravene, constitute a default or breach under, or result in  or permit the
termination or acceleration of, any material Contractual Obligation of any Loan  Party or any of its
Subsidiaries (including the Loan Documents and the other Related Documents)  other than those that
would not, in the aggregate, have a Material Adverse Effect and are not created  or caused by, or a
conflict, breach, default or termination or acceleration event under, any Loan  Document or (D)
result in the imposition of any Lien (other than a Permitted Lien) upon any  property of any Loan
Party or any of its Subsidiaries and (iii) do not require any Permit of,  or filing with, any
Governmental Authority or any consent of, or notice to, any Person, other than  (A) with respect to
the Loan Documents and the Second Lien Loan Documents, the filings required to  perfect the Liens
created by the Loan Documents and the Second Lien Loan Documents,  (B) those listed on Schedule
4.2 and that have been, or will be prior to the Closing Date, obtained or  made, copies of which
have been, or will be prior to the Closing Date, delivered to the  Administrative Agent, and each of
which on the Closing Date will be in full force and effect and (C) those  that, if not obtained,
would not, in the aggregate, have a Material Adverse Effect.




(b) Due Execution and Delivery. From and after its  delivery to the
Administrative Agent, each Loan Document and other Related Document has been  duly executed
and delivered to the other parties thereto by each Loan Party party thereto, is  the legal,
valid and binding obligation of such Loan Party and is enforceable against such  Loan Party
in accordance with its terms.


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(c) Related Documents. As of the Closing Date, each  representation and warranty
in each Related Document is true and correct in all material respects and no  default, or
event that, with the giving of notice or lapse of time or both, would  constitute a default,
has occurred thereunder. As of the Closing Date, all applicable waiting periods  in
connection with the Acquisition have expired or have been terminated without  any action
being taken by any Governmental Authority (including any requisite waiting  period (and any
extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of  1976).




(d) Senior Debt. The Obligations constitute “First  Lien Obligations” under and
as defined in the Intercreditor Agreement. No other Indebtedness qualifies as  “First Lien
Obligations” under the Intercreditor Agreement. The Obligations constitute  “Senior Debt” and
“Designated Senior Debt” under and as defined in the Sponsor PIK  Notes.



Section 4.3 Ownership of Group Members. Set forth on  Schedule 4.3 is a
complete and accurate list showing, as of the Closing Date, for each Group  Member and each
Subsidiary of any Group Member and each Joint Venture of any of them, its  jurisdiction of
organization, the number of shares of each class of Stock authorized (if  applicable), the number
outstanding on the Closing Date (except for any Joint Venture) and the number  and percentage of the
outstanding shares of each such class owned (directly or indirectly) by the  Borrower. All
outstanding Stock of each of them has been validly issued, is fully paid and  non-assessable (to the
extent applicable) and, except in the case of the Borrower, is owned  beneficially and of record by
a Group Member free and clear of all Liens other than the security interests  created by the Loan
Documents, the Second Lien Loan Documents and Permitted Liens. As of the  Closing Date, there are no
Stock Equivalents with respect to the Stock of any Group Member (other than the  Borrower) or any
Subsidiary of any Group Member or any Joint Venture of any of them and, as of  the Closing Date,
except as set forth on Schedule 4.3, there are no Stock Equivalents  with respect to the
Stock of the Borrower. Except as permitted pursuant to the Loan Documents,  there are no Contractual
Obligations or other understandings to which any Loan Party or any Joint  Venture in which a Loan
Party owns an interest is a party with respect to (including any restriction  on) the issuance,
voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party or  Joint Venture in which
a Loan Party owns an interest.



Section 4.4 Financial Statements. (a) Each of (i) the  audited Consolidated balance
sheet of the Borrower as at December 31, 2010 and the related Consolidated  statements of income,
retained earnings and cash flows of the Borrower for the Fiscal Year then  ended, certified by
PricewaterhouseCoopers LLP, (ii) the audited Consolidated balance sheet of  Excelsior as at December
31, 2010 and the related Consolidated statements of income, retained earnings  and cash flows of
Excelsior for the Fiscal Year then ended, certified by Ernst & Young LLP,  (iii) subject to the
absence of footnote disclosure and normal recurring year-end audit adjustments,  the unaudited
Consolidated balance sheets of the Borrower as at the end of the Fiscal  Quarters ended March 31,
2011 and June 30, 2011 and the related Consolidated statements of income,  retained earnings and
cash flows of the Borrower for such Fiscal Quarters, (iv) subject to the  absence of footnote
disclosure and normal recurring year-end audit adjustments, the unaudited  Consolidated balance
sheets of Excelsior as at the end of the Fiscal Quarters ended March 31,  2011 and June 30, 2011 and
the related Consolidated statements of income, retained earnings and cash flows  of Excelsior for
such Fiscal Quarters, (v) subject to the absence of footnote disclosure  and normal recurring
year-end audit adjustments, the unaudited Consolidated balance sheets of the  Borrower as at the end
of the fiscal months ended July 31, 2011 and August 31, 2011 and the  related Consolidated
statements of income, retained earnings and cash flows of the Borrower for such  fiscal months and
(vi) subject to the absence of footnote disclosure and normal recurring  year-end audit adjustments,
the unaudited Consolidated balance sheets of Excelsior as at the end of the  fiscal months ended
July 31, 2011 and August 31, 2011 and the related Consolidated  statements of income, retained
earnings and cash flows of Excelsior for such fiscal months, copies of each of  which have been
furnished to the Administrative Agent, fairly present in all material respects  the Consolidated
financial position, results of operations and cash flow of the Borrower or  Excelsior, as
applicable, as at the dates indicated and for the periods indicated in  accordance with GAAP.


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(b) On the Closing Date, (i) none of the Borrower or  its Subsidiaries has any material
liability or other obligation (including Indebtedness, Guaranty Obligations,  contingent
liabilities and liabilities for taxes, long-term leases and unusual forward or  long-term
commitments) that is not reflected in the Financial Statements referred to in  clause
(a) above or in the notes thereto and not otherwise permitted by this  Agreement and (ii)
since the date of the unaudited Financial Statements referenced in clauses  (a)(iii)
and (iv) above, there has been no Sale of any material property of the  Borrower and
its Subsidiaries (other than the sale of Excelsior’s “digital  business”) and no purchase or
other acquisition of any material property other than the Acquisition.




(c) The Initial Projections have been prepared by the  Borrower in light of the past
operations of the business of the Borrower and its Subsidiaries and reflect  projections for
the five (5) year period beginning on January 1, 2011 on a quarterly  basis for the first
year and on a year-by-year basis thereafter. As of the Closing Date, the  Initial Projections
are based upon estimates and assumptions stated therein, all of which the  Borrower believes
to be reasonable and fair in light of conditions and facts known to the  Borrower as of the
Closing Date and reflect the good faith, reasonable and fair estimates by the  Borrower of
the future Consolidated financial performance of the Borrower and the other  information
projected therein for the periods set forth therein (it being understood and  agreed that
financial projections are not a guarantee of financial performance and actual  results may
differ from financial projections and such differences may be material).




(d) (i) The unaudited Consolidated balance sheet of the  Borrower (the “Pro Forma
Balance Sheet”) delivered to the Administrative Agent prior to the  date hereof, has been
prepared as of August 31, 2011 and reflects as of such date, on a Pro  Forma Basis for the
Related Transactions and the other transactions contemplated herein to occur on  the Closing
Date, the Consolidated financial condition of the Borrower and the assumptions  expressed
therein are believed to be reasonable based on the information available to the  Borrower at
such date and on the Closing Date and (ii) the unaudited Consolidated  statement of income of
the Borrower (the “Pro Forma Income Statement”) delivered to  the Arranger prior to
the date hereof, has been prepared in respect of the most recent twelve-month  period for
which internal financial statements are available and reflects as of such  period, on a Pro
Forma Basis for the Related Transactions, the Consolidated results of operation  of the
Borrower, and the assumptions expressed therein are believed to be reasonable  based on the
information available to the Borrower at the end of such period and on the  Closing Date.



Section 4.5 Material Adverse Effect. Since December 31,  2010, there have been no
events, circumstances, developments or other changes in facts that would, in  the aggregate, have a
Material Adverse Effect.



Section 4.6 Solvency. Both immediately before and immediately  after giving effect to
(a) the Loans and Letters of Credit made or Issued on or prior to the date  this representation and
warranty is made, (b) the disbursement of the proceeds of such Loans,  (c) the consummation of the
Related Transactions and (d) the payment and accrual of all transaction  costs in connection with
the foregoing, the Loan Parties taken as a whole are Solvent.


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Section 4.7 Litigation. Except as set forth on  Schedule 4.7, there are no pending (or,
to the knowledge of the Borrower, threatened) actions, investigations, suits,  proceedings, audits,
claims, demands, orders or disputes affecting the Borrower or any of its  Subsidiaries with, by or
before any Governmental Authority other than those that (a) cannot  reasonably be expected to
adversely affect the Obligations, the Loan Documents, the Letters of Credit,  the other Related
Documents, the Related Transactions and the other transactions contemplated  therein or (b) would
not, in the aggregate, have a Material Adverse Effect.



Section 4.8 Taxes. All federal, state, local and foreign income  and franchise and
other material tax returns, reports and statements (collectively, the  “Tax Returns”)
required to be filed by any Tax Affiliate have been filed with the appropriate  Governmental
Authorities in all jurisdictions in which such Tax Returns are required to be  filed, all such Tax
Returns are true and correct in all material respects, and all material taxes,  charges and other
impositions reflected therein or otherwise due and payable have been paid prior  to the date on
which any Liability may be added thereto for non-payment thereof except for  those contested in good
faith by appropriate proceedings diligently conducted and for which adequate  reserves are
maintained on the books of the appropriate Tax Affiliate in accordance with  GAAP. Except as set
forth on Schedule 4.8, no income or franchise Tax Return is under audit or  examination by any
Governmental Authority and no notice of such an audit or examination or any  assertion of any
material claim for Taxes has been received from any Governmental Authority.  Amounts have been
withheld by each Tax Affiliate from their respective employees for all periods  in material
compliance with the tax, social security and unemployment withholding  provisions of applicable
Requirements of Law and such withholdings have been timely paid to the  respective Governmental
Authorities. No Tax Affiliate has participated in a “reportable  transaction” within the meaning of
Treasury Regulation Section 1.6011-4(b) or has been a member of an  affiliated, combined or unitary
group other than the group of which a Tax Affiliate is the common parent.



Section 4.9 Use of Proceeds; Margin Regulations. (a) The  proceeds of the Loans are
intended to be and shall be used solely for the purposes set forth in and  permitted by Section
7.9.




(b) The Borrower is not engaged in the business of  extending credit for the purpose of,
and no proceeds of any Loan or other extensions of credit hereunder will be  used for the
purpose of, buying or carrying margin stock (within the meaning of  Regulation U of the
Federal Reserve Board) or extending credit to others for the purpose of  purchasing or
carrying any such margin stock, in each case in contravention of  Regulation T, U or X of the
Federal Reserve Board.



Section 4.10 No Burdensome Obligations; No Defaults. To the  Borrower’s knowledge, no
Group Member is a party to any Contractual Obligation, no Group Member has  Constituent Documents
containing obligations, and, to the knowledge of any Group Member, there are no  applicable
Requirements of Law, in each case the compliance with which would have, in the  aggregate, a
Material Adverse Effect. No Group Member (and, to the knowledge of each Group  Member, no other
party thereto) is in default under or with respect to any Contractual  Obligation of any Group
Member, other than those that would not, in the aggregate, have a Material  Adverse Effect. No
Default or Event of Default has occurred and is continuing.



Section 4.11 Investment Company Act, Etc. No Group Member is  (a) an “investment
company” or an “affiliated person” of, or “promoter”  or “principal underwriter” for, an “investment
company”, as such terms are defined in the Investment Company Act of 1940,  (b) subject to
regulation under the Federal Power Act, the Interstate Commerce Act, any state  public utilities
code, or any other federal or state statute, rule or regulation limiting its  ability to incur
Indebtedness, pledge its assets or perform its obligations under the Loan  Documents; provided,
however that the ability to pledge the FCC Licenses of a Group Member may be  limited by the
Communications Laws.


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Section 4.12  Labor Matters. As of the Closing Date, there are  no strikes, work
stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any  Group Member,
threatened) against or involving any Group Member, except, for those that would  not, in the
aggregate, have a Material Adverse Effect. Except as set forth on  Schedule 4.12, as of the
Closing Date, (a) there is no collective bargaining or similar agreement  with any union, labor
organization, works council or similar representative covering any employee of  any Group Member,
(b) no petition for certification or election of any such representative  is existing or pending
with respect to any employee of any Group Member and (c) no such  representative has sought
certification or recognition with respect to any employee of any Group Member.



Section 4.13 ERISA. Each Benefit Plan, and each trust  thereunder, intended to qualify
for tax exempt status under Section 401 or 501 of the Code has received a  favorable determination
or opinion letter from the IRS or is in the form of a prototype plan that is  the subject of a
favorable opinion letter from the IRS. Except for those that would not, in the  aggregate, have a
Material Adverse Effect, (x) each Benefit Plan is in compliance with  applicable provisions of
ERISA, the Code and other Requirements of Law, (y) there are no existing  or pending (or to the
knowledge of any Group Member, threatened) claims (other than routine claims  for benefits in the
normal course), sanctions, actions, lawsuits or other proceedings or  investigation involving any
Benefit Plan to which any Group Member incurs or otherwise has or could  reasonably be expected to
have an obligation or any Liability and (z) no ERISA Event is reasonably  expected to occur. On the
Closing Date, no ERISA Event has occurred in connection with which obligations  and liabilities
(contingent or otherwise) remain outstanding. No ERISA Affiliate would have any  Withdrawal
Liability as a result of a complete withdrawal from any Multiemployer Plan on  the date this
representation is made that would reasonably be expected to result in a  Material Adverse Effect.



Section 4.14 Environmental Matters. Except as set forth on  Schedule 4.14, (a)
the operations of each Group Member are and since January 1, 2006 have  been in compliance with all
applicable Environmental Laws, including obtaining, maintaining and complying  with all Permits
required by any applicable Environmental Law, other than non-compliances that,  in the aggregate,
would not reasonably be expected to result in Material Environmental  Liabilities, (b) no Group
Member is party to, and no Group Member and no real property currently (or to  the knowledge of any
Group Member previously) owned, leased, subleased, operated or otherwise  occupied by or for any
Group Member is subject to or the subject of, any Contractual Obligation or any  pending (or, to the
knowledge of any Group Member, threatened) order, action, investigation, suit,  proceeding, audit,
claim, demand, dispute or notice of violation or of potential liability or  similar notice under or
pursuant to any Environmental Law other than those that, in the aggregate,  would not reasonably be
expected to result in Material Environmental Liabilities, (c) no Lien in  favor of any Governmental
Authority securing, in whole or in part, Environmental Liabilities has attached  to any property of
any Group Member and, to the knowledge of the Borrower, no facts, circumstances  or conditions exist
that would reasonably be expected to result in any such Lien attaching to any  such property, (d) no
Group Member has caused or suffered to occur a Release of Hazardous Materials  at, to or from any
real property of any Group Member and each such real property is free of  contamination by any
Hazardous Materials except for such Release or contamination that would not  reasonably be expected
to result, in the aggregate, in Material Environmental Liabilities, (e) no  Group Member (i) is or
has been engaged in, or has permitted any current or former tenant to engage  in, operations, or
(ii) has received any information request or notice of potential  responsibility under CERCLA or
similar Environmental Laws, that, in the aggregate, would reasonably be  expected to result in
Material Environmental Liabilities and (f) each Group Member has made  available to the
Administrative Agent copies of all existing material and nonprivileged  environmental reports,
reviews and audits and all material and nonprivileged documents pertaining to  actual or reasonably
anticipated potential Environmental Liabilities, in each case to the extent  such reports, reviews,
audits and documents are in their possession, custody or control.


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Section 4.15 Intellectual Property. Each Group Member owns or  licenses all
Intellectual Property that is necessary for the operations of its business,  where “necessary”
means, for purposes of this Section 4.15, that failure by the  applicable Group Member to
own or license such Intellectual Property would result in the inability of such  Group Member to
operate its business in any material respect. To the knowledge of the Borrower,  (a) the conduct and
operations of the businesses of each Group Member does not infringe,  misappropriate, dilute,
violate or otherwise impair any Intellectual Property owned by any other Person  and (b) no other
Person has contested any right, title or interest of any Group Member in, or  relating to, any
Intellectual Property, other than, in each case, as cannot reasonably be  expected to affect the
Loan Documents and the transactions contemplated therein and as would not, in  the aggregate, have a
Material Adverse Effect. To the knowledge of the Borrower, (x) there are  no pending (or threatened)
actions, investigations, suits, proceedings, audits, claims, demands, orders or  disputes affecting
any Group Member with respect to the Intellectual Property owned by such Group  Member, (y) no
judgment or order has been rendered by any competent Governmental Authority and  no settlement
agreement or similar Contractual Obligation has been entered into by any Group  Member with respect
to the Intellectual Property owned by such Group Member, and (z) there is  no valid basis for any
claim based on any infringement, misappropriation, dilution, violation or  impairment of the
Intellectual Property of any Person by any Group Member, other than, in each  case, as cannot
reasonably be expected to affect the Loan Documents and the transactions  contemplated therein and
as would not, in the aggregate, have a Material Adverse Effect.



Section 4.16 Title; Real Property. (a) Each Group Member  has good and marketable fee
simple title to all owned real property and valid leasehold interests in all  leased real property,
in each case, as of the Closing Date, and owns all personal property, in each  case that is
purported to be owned or leased by it, including those reflected on the most  recent Financial
Statements delivered by the Borrower, and none of such property is subject to  any Lien except
Permitted Liens.




(b) Set forth on Schedule 4.16 is, as of the  Closing Date, (i) a complete and
accurate list of all real property owned in fee simple by any Group Member or  in which any
Group Member owns a leasehold interest setting forth, for each such real  property, the
current street address (including, where applicable, county, state and other  relevant
jurisdictions), the record owner thereof and, where applicable, each lessee and  sublessee
thereof, (ii) any lease, sublease, license or sublicense of such real  property by any Group
Member and (iii) for each such Material Real Property that the  Administrative Agent has
requested be subject to a Mortgage or that is otherwise material to the  business of any
Group Member, each Contractual Obligation by any Group Member, whether  contingent or
otherwise, to Sell such real property.



Section 4.17 Full Disclosure. The written information  concerning the Borrower and its
Subsidiaries, other than the Projections (including the Initial Projections),  budgets, estimates
and other forward looking information and information of a general economic or  general industry
nature, that has been made available to any Lender by or on behalf of any Group  Member in
connection with any Loan Document or other Related Document (including the  information contained in
any Financial Statement or Disclosure Document does not contain any untrue  statement of a material
fact or omit to state a material fact necessary to make the statements  contained therein not
materially misleading in light of the circumstances under which such statements  were made;
provided, however, that projections contained therein are not to  be viewed as
factual and that actual results during the periods covered thereby may differ  from the results set
forth in such projections by a material amount. All projections that are part  of such information
(including those set forth in any Projections (including the Initial  Projections) delivered
subsequent to the Closing Date) are based upon good faith estimates and stated  assumptions believed
to be reasonable and fair as of the date made in light of conditions and facts  then known and, as
of such date, reflect good faith, reasonable and fair estimates of the  information projected for
the periods set forth therein (it being understood and agreed that financial  projections are not a
guarantee of financial performance and actual results may differ from financial  projections and
such differences may be material).


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Section 4.18 Patriot Act. No Group Member (and, to the  knowledge of each Group Member,
no Joint Venture or Subsidiary thereof) is in violation in any material  respects of any
Anti-Terrorism Law.



Section 4.19 Mortgages. As of the Closing Date, each Loan Party  has executed and
delivered to the Administrative Agent, Mortgages on all Material Real Property.



Section 4.20 Insurance. As of the Closing Date, the insurance  maintained by the Group
Members is in full force and effect. The Group Members are insured by  financially sound and
reputable insurers and such insurance is in amounts and covering such risks and  liabilities as are
in accordance with normal and prudent industry practice.



Section 4.21 Collateral Documents. The provisions of the Loan  Documents purporting to
grant a Lien to secure any Obligation are effective to create in favor of the  Administrative Agent
for the benefit of the Secured Parties a legal, valid and enforceable Lien on  all right, title and
interest of the respective Loan Parties in the Collateral described therein  and, (i) when financing
statements and other filings in appropriate form with respect to the Loan  Parties are filed in the
appropriate offices as set forth with respect to such filings identified in the  appropriate
schedule to the Guaranty and Security Agreement and (ii) upon the taking  of possession or control
by the Administrative Agent of the Collateral with respect to which a security  interest may be
perfected only by possession or control (which possession or control shall be  given to the
Administrative Agent to the extent possession or control by the Administrative  Agent is required by
the Loan Documents), the Liens created by the Loan Documents shall constitute  fully perfected
first-priority (other than Permitted Liens having priority by operation of law)  Liens on, and
security interests in, all right, title and interest of the grantors in the  Collateral (other than
such Collateral in which a security interest cannot be perfected under the UCC  as in effect at the
relevant time in the relevant jurisdiction or by possession or control or by  filing a financing
statement), in each case subject to no Liens other than Permitted Liens.



Section 4.22 Compliance with OFAC Rules and Regulations.  Neither the Borrower nor any
Subsidiary (a) is a Sanctioned Person, (b) has any of its assets in  Sanctioned Countries or (c)
derives any of its operating income from investments in, or transactions with,  Sanctioned Persons
or Sanctioned Countries. No part of the proceeds of any Loan hereunder will be  used directly or
indirectly to fund any operations in, finance any investments or activities in  or make any payments
to, a Sanctioned Person or a Sanctioned Country.



ARTICLE 5

FINANCIAL COVENANTS




The Borrower (and, to the extent set forth in any other Loan Document, each  other Loan Party)
agrees with the Lenders, the L/C Issuers and the Administrative Agent to each  of the following, as
long as any Obligation (other than unasserted contingent indemnification  obligations and any
unasserted expense reimbursement obligations) or any Commitment remains  outstanding:


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Section 5.1 Maximum Consolidated Leverage Ratio. The Borrower  shall not have, on the
last day of each Fiscal Quarter set forth below, a Consolidated Leverage Ratio  greater than the
maximum ratio set forth opposite such Fiscal Quarter:



	 	 	 
	 	 	MAXIMUM
	 	 	CONSOLIDATED
	FISCAL  QUARTER ENDING	 	LEVERAGE  RATIO
	March 31, 2012

	 	5.10 to 1
	June 30, 2012

	 	5.65 to 1
	September 30, 2012

	 	5.25 to 1
	December 31, 2012

	 	4.95 to 1
	March 31, 2013

	 	4.50 to 1
	June 30, 2013

	 	4.40 to 1
	September 30, 2013

	 	4.30 to 1
	December 31, 2013

	 	4.25 to 1
	March 31, 2014

	 	3.95 to 1
	June 30, 2014

	 	3.90 to 1
	September 30, 2014

	 	3.80 to 1
	December 31, 2014

	 	3.75 to 1
	March 31, 2015

	 	3.40 to 1
	June 30, 2015

	 	3.30 to 1
	September 30, 2015

	 	3.20 to 1
	December 31, 2015

	 	3.10 to 1
	March 31, 2016

	 	2.75 to 1
	June 30, 2016

	 	2.65 to 1
	September 30, 2016

	 	2.55 to 1
	December 31, 2016

	 	2.45 to 1






Section 5.2 Minimum Consolidated Interest Coverage Ratio. The  Borrower shall not have,
on the last day of each Fiscal Quarter set forth below, a Consolidated Interest  Coverage Ratio for
the four Fiscal Quarter period ending on such day less than the minimum ratio  set forth opposite
such Fiscal Quarter; provided that Consolidated Cash Interest Expense  (x) for the Fiscal
Quarter ending March 31, 2012, shall be calculated using Consolidated Cash  Interest Expense for the
Fiscal Quarter ending March 31, 2012 multiplied by four (4),  (y) for the Fiscal Quarter
ending June 30, 2012, shall be calculated using Consolidated Cash Interest  Expense for the two
fiscal quarters ending June 30, 2012 multiplied by two (2) and  (z) for the Fiscal Quarter
ending September 30, 2012, shall be calculated using Consolidated Cash  Interest Expense for the
three Fiscal Quarters ending September 30, 2012 multiplied by  four-thirds (4/3):



	 	 	 
	 	 	MINIMUM CONSOLIDATED
	 	 	INTEREST COVERAGE
	FISCAL  QUARTER ENDING	 	RATIO
	March 31, 2012

	 	2.00 to 1
	June 30, 2012

	 	1.85 to 1
	September 30, 2012

	 	1.95 to 1
	December 31, 2012

	 	2.00 to 1
	March 31, 2013

	 	2.15 to 1
	June 30, 2013

	 	2.20 to 1
	September 30, 2013

	 	2.30 to 1





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	 	 	MINIMUM CONSOLIDATED
	 	 	INTEREST COVERAGE
	FISCAL  QUARTER ENDING	 	RATIO
	December 31, 2013

	 	2.30 to 1
	March 31, 2014

	 	2.35 to 1
	June 30, 2014

	 	2.35 to 1
	September 30, 2014

	 	2.40 to 1
	December 31, 2014

	 	2.40 to 1
	March 31, 2015

	 	2.40 to 1
	June 30, 2015

	 	2.45 to 1
	September 30, 2015

	 	2.50 to 1
	December 31, 2015

	 	2.55 to 1
	March 31, 2016

	 	2.60 to 1
	June 30, 2016

	 	2.70 to 1
	September 30, 2016

	 	2.80 to 1
	December 31, 2016

	 	2.90 to 1






Section 5.3 Capital Expenditures. No Group Member shall incur,  or permit to be
incurred, Capital Expenditures (other than Capital Expenditures financed with  the proceeds of
issuances of Equity Interests of the Borrower to the extent that the Borrower  has delivered written
notice to the Administrative Agent within five (5) Business Days following  such issuance stating
that the proceeds of such issuance are to be used for such purpose) in the  aggregate during each
Fiscal Year set forth below in excess of the maximum amount set forth below for  such Fiscal Year:



	 	 	 	 	 
	 	 	MAXIMUM CAPITAL
	FISCAL  YEAR ENDING	 	EXPENDITURES
	Fiscal Year  2012

	 	$	4,800,000	 
	Fiscal Year  2013

	 	$	4,800,000	 
	Fiscal Year  2014

	 	$	4,800,000	 
	Fiscal Year  2015

	 	$	4,800,000	 
	Fiscal Year  2016

	 	$	4,800,000	 






provided,  however, that, to the extent that actual Capital Expenditures incurred  in
any such Fiscal Year shall be less than the maximum amount set forth above for  such Fiscal Year
(without giving effect to the carryover permitted by this proviso), 50% of the  difference between
such stated maximum amount and such actual Capital Expenditures shall, in  addition to any amount
permitted above, be available for Capital Expenditures in the next succeeding  Fiscal Year; and
provided, further, that any Capital Expenditures incurred in any  Fiscal Year shall
be deemed to have been incurred first, in respect of amounts permitted  pursuant to this
Section 5.3 without giving effect to the preceding proviso and  then, in respect of
any amount permitted solely by reason of the preceding proviso.



ARTICLE 6

REPORTING COVENANTS




The Borrower (and, to the extent set forth in any other Loan Document, each  other Loan Party)
agrees with the Lenders, the L/C Issuers and the Administrative Agent to each  of the following, as
long as any Obligation (other than unasserted contingent indemnification  obligations and any
unasserted expense reimbursement obligations) or any Commitment remains  outstanding:


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Section 6.1 Financial Statements. The Borrower shall deliver to  the Administrative
Agent each of the following:




(a) Monthly Reports. With respect to the first two  (2) fiscal months of each
Fiscal Quarter ending after the Closing Date until the first anniversary of the  Closing
Date, as soon as available, and in any event within thirty (30) days after  the end of each
of the first two fiscal months in each Fiscal Quarter (provided, that for the  first fiscal
month following the Closing Date, such delivery shall be within forty five  (45) days after
the end of such fiscal month), the Consolidated unaudited balance sheet of the  Borrower as
of the close of such fiscal month and related Consolidated statements of income  and cash
flow for such fiscal month and that portion of the Fiscal Year ending as of the  close of
such fiscal month, setting forth in comparative form the figures for the  corresponding
period in the prior Fiscal Year, in each case certified by a Responsible  Officer of the
Borrower as fairly presenting in all material respects the Consolidated  financial position,
results of operations and cash flow of the Borrower as at the dates indicated  and for the
periods indicated in accordance with GAAP (subject to the absence of footnote  disclosure and
normal year-end audit adjustments) and including, from the Closing Date through  the twelve
month anniversary of the Closing Date, a calculation of the Consolidated EBITDA  for the
twelve consecutive months ending as of the close of such fiscal month  (including, without
limitation, any detail or support for the calculation of any adjustments to  Consolidated
EBITDA that the Administrative Agent reasonably requests).




(b) Quarterly Reports. As soon as available, and in any  event within forty five
(45) days after the end of each of the first three (3) Fiscal  Quarters of each Fiscal Year,
the Consolidated unaudited balance sheet of the Borrower as of the close of  such Fiscal
Quarter and related Consolidated statements of income and cash flow for such  Fiscal Quarter
and that portion of the Fiscal Year ending as of the close of such Fiscal  Quarter, setting
forth in comparative form the figures for the corresponding period in the prior  Fiscal Year
and the figures contained in the latest Projections, in each case certified by  a Responsible
Officer of the Borrower as fairly presenting in all material respects the  Consolidated
financial position, results of operations and cash flow of the Borrower as at  the dates
indicated and for the periods indicated in accordance with GAAP (subject to the  absence of
footnote disclosure and normal year-end audit adjustments).




(c) Annual Reports. As soon as available, and in any  event within ninety (90)
days after the end of each Fiscal Year (provided, that for the first Fiscal  Year following
the Closing Date, such delivery shall be within 120 days after the end of  such Fiscal Year),
the Consolidated balance sheet of the Borrower as of the end of such year and  related
Consolidated statements of income, stockholders’ equity and cash flow for  such Fiscal Year,
each prepared in accordance with GAAP, together with a certification by the  Group Members’
Accountants that such Consolidated Financial Statements fairly present in all  material
respects the Consolidated financial position, results of operations and cash  flow of the
Borrower as at the dates indicated and for the periods indicated therein in  accordance with
GAAP without qualification as to the scope of the audit or as to going concern  and without
any other similar qualification.




(d) Compliance Certificate. Together with each delivery  of any Financial
Statement pursuant to clause (b) or (c) above, a Compliance  Certificate duly
executed by a Responsible Officer of the Borrower that, among other things,  (i) if delivered
together with any Financial Statement pursuant to clause (c) above,  shows in
reasonable detail the calculations used in determining Excess Cash Flow,  (ii) demonstrates
compliance with each financial covenant contained in Article 5 that  is tested at
least on a quarterly basis in reasonable detail (including, without limitation,  any detail
or support for the calculation of any adjustments to Consolidated EBITDA that  the
Administrative Agent reasonably requests), (iii) states that no Default is  continuing as of
the date of delivery of such Compliance Certificate or, if a Default is  continuing, states
the nature thereof and the action that the Borrower proposes to take with  respect thereto
and (iv) in the case of the Fiscal Quarter ended December 31, 2011,  includes a calculation
of the Consolidated Leverage Ratio as of such day in reasonable detail  (including, without
limitation, any detail or support for the calculation of any adjustments to  Consolidated
EBITDA that the Administrative Agent reasonably requests).


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(e) Corporate Chart and Other Collateral Updates. As  part of the Compliance
Certificate delivered pursuant to clause (d) above, each in form and  substance
reasonably satisfactory to the Administrative Agent, a certificate by a  Responsible Officer
of the Borrower that (i) the Corporate Chart attached thereto (or the last  Corporate Chart
delivered pursuant to this clause (e)) is correct and complete as of the  date of
such Compliance Certificate, (ii) the Loan Parties have delivered all  documents (including
updated schedules as to locations of Collateral and acquisition of registered  or material
Intellectual Property or real property) they are required to deliver pursuant  to any Loan
Document on or prior to the date of delivery of such Compliance Certificate and  (iii)
complete and correct copies of all documents modifying any term of any  Constituent Document
of any Group Member or any Subsidiary or Joint Venture (with respect to any  Joint Venture,
to the extent the Borrower has a copy of such document) thereof on or prior to  the date of
delivery of such Compliance Certificate have been delivered to the  Administrative Agent or
are attached to such certificate.




(f) Additional Projections. As soon as available and in  any event not later
than forty five (45) days after the commencement of each Fiscal Year (or  sixty (60) days in
the case of the first Fiscal Year after the Closing Date), any significant  revisions to (i)
the annual business plan of the Group Members for the Fiscal Year next  succeeding such
Fiscal Year and (ii) forecasts prepared by management of the Borrower for  each Fiscal
Quarter in such next succeeding Fiscal Year, in each case including in such  forecasts (x) a
projected year-end Consolidated balance sheet, income statement and statement  of cash flows,
(y) a statement of all of the material assumptions on which such forecasts  are based.




(g) Management Discussion and Analysis. Together with  each delivery of any
Financial Statement pursuant to clauses (b) or (c) above, a  summary
discussion and analysis of the financial condition and results of operations of  the Group
Members for the portion of the Fiscal Year then elapsed and discussing the  reasons for any
significant variations from the Projections for such period and the figures for  the
corresponding period in the previous Fiscal Year.




(h) Reconciliation Statements. If as a result of any  change in accounting
principles and policies from those used in the preparation of the first  Financial Statements
referred to in clause (c) above, the Financial Statements delivered  pursuant to
clauses (a), (b) and (c) above will differ in any material  respect
from the Financial Statements that would have been delivered pursuant to such  clauses had no
such change in accounting principles and policies been made and such difference  would
materially effect the calculation of the financial covenants set forth in  Section
5.1 or 5.2, then together with each delivery of Financial Statements  following
such change, a written statement of the chief financial officer or chief  executive officer
of the Borrower setting forth the material differences (including any material  differences
that would affect any calculations relating to the financial covenants set  forth in
Sections 5.1 and 5.2 and a reconciliation between  calculations of such
covenants made before and after giving effect to such change in accounting  principles and
policies) which would have resulted if such Financial Statements had been  prepared without
giving effect to such change, all in reasonable detail and accompanied by  financial
statements and other documents reasonably requested by the Administrative Agent  in support
of such written statement, in each case until such time as any affected  financial covenants
in Sections 5.1 and 5.2 may be amended as contemplated by  Section
1.3.


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(i) Audit Reports, Management Letters, Etc. Together  with each delivery of any
Financial Statement for any Fiscal Year pursuant to clause (c) above,  copies of each
management letter, audit report or similar letter or report received by any  Group Member
from any independent registered certified public accountant (including the  Group Members’
Accountants) in connection with such Financial Statements or any audit thereof,  each
certified to be complete and correct copies by a Responsible Officer of the  Borrower as part
of the Compliance Certificate delivered in connection with such Financial  Statements.




(j) Insurance. Together with each delivery of any  Financial Statement for any
Fiscal Year pursuant to clause (c) above, each in form and substance  satisfactory to
the Administrative Agent and certified as complete and correct by a Responsible  Officer of
the Borrower as part of the Compliance Certificate delivered in connection with  such
Financial Statements, a summary of all material insurance coverage maintained  as of the date
thereof by any Group Member, together with such other related documents and  information as
the Administrative Agent may reasonably require.



Section 6.2 Other Events. The Borrower shall give the  Administrative Agent notice of
each of the following (which may be made by telephone if promptly confirmed in  writing via
electronic mail or otherwise) (a) promptly after any Responsible Officer  of the Borrower knows of
it: (w)(i) any Default, (ii) any breach or non-performance of, or any  default under, any
Contractual Obligation of any Group Member if such breach, non-performance or  default would
reasonably be expected to have a Material Adverse Effect or (iii) any  event that would have a
Material Adverse Effect since the Closing Date, specifying, in each case, the  nature and
anticipated effect thereof and any action proposed to be taken in connection  therewith, (x) any
event resulting in a mandatory payment of the Obligations pursuant to  Section 2.8 (other
than Section 2.8(a)), stating the material terms and conditions of  such transaction and
estimating the Net Cash Proceeds thereof, (y) the commencement of, or any  material developments in,
(i) any action, investigation, suit, proceeding, audit, claim, demand,  order or dispute between any
Group Member and any Governmental Authority or (ii) any litigation or  proceeding affecting any
Group Member or any property of any Group Member, in each case that  (A) seeks injunctive or similar
relief, (B) in the reasonable judgment of the Borrower, exposes any Group  Member to liability in an
aggregate amount in excess of $1,000,000 or (C) if adversely determined  would have a Material
Adverse Effect and (z) the acquisition of any Material Real Property or  the entering into any lease
with annual rental payments in excess of $500,000 and (b)(x) on the Closing  Date, the then
effective Credit Ratings from S&P and Moody’s and (y) within  five (5) Business Days after the
Borrower receives notice from S&P or Moody’s of a change in any of  the Credit Ratings, the revised
Credit Ratings (or, if applicable, notice that a Credit Rating will no longer  be received from such
rating service).



Section 6.3 Copies of Notices and Reports. The Borrower shall  promptly deliver to the
Administrative Agent copies of each of the following: (a) all material  reports that the Borrower
transmits to all of its security holders, (b) all documents that any Group  Member files with the
Securities and Exchange Commission, the National Association of Securities  Dealers, Inc., any
securities exchange or any Governmental Authority exercising similar functions,  (c) all press
releases not made available directly to the general public, (d) all  documents transmitted or
received pursuant to, or in connection with, the Second Lien Loan Documents  (other than fee
letters) and (e) any material document transmitted or received pursuant  to, or in connection with,
any Contractual Obligation governing material Indebtedness of any Group Member.


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Section 6.4 Taxes. The Borrower shall give the Administrative  Agent notice of each of
the following (which may be made by telephone if promptly confirmed in writing)  promptly after any
Responsible Officer of any Group Member knows or has reason to know of it:  (a) the creation, or
filing with the IRS or any other Governmental Authority, of any Contractual  Obligation or other
document extending, or having the effect of extending, the period for  assessment or collection of
any taxes with respect to any Tax Affiliate and (b) the creation of any  Contractual Obligation of
any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate,  to make any
adjustment under Section 481(a) of the Code, by reason of a change in  accounting method or
otherwise, which would have a Material Adverse Effect.



Section 6.5 Labor Matters. The Borrower shall give the  Administrative Agent notice of
each of the following (which may be made by telephone if promptly confirmed in  writing), promptly
after, and in any event within thirty (30) days after any Responsible  Officer of the Borrower knows
of it: (a) the commencement of any material labor dispute to which any  Group Member is or may
become a party, including any strikes, lockouts or other disputes relating to  any of such Person’s
plants and other facilities and (b) the incurrence by any Group Member of  any Worker Adjustment and
Retraining Notification Act or related or similar liability incurred with  respect to the closing of
any plant or other facility of any such Person (other than, in the case of this  clause (b),
those that would not, in the aggregate, have a Material Adverse Effect).



Section 6.6 ERISA Matters. The Borrower shall give the  Administrative Agent (a) on or
prior to any filing by any ERISA Affiliate of any notice of intent to terminate  any Title IV Plan,
a copy of such notice and (b) promptly, and in any event within  10 days, after any Responsible
Officer of the Borrower knows that a request for a minimum funding waiver under  Section 412 of the
Code has been or is reasonably expected to be filed with respect to any Title  IV Plan or
Multiemployer Plan, a notice (which may be made by telephone if promptly  confirmed in writing)
describing such waiver request and any action that any Group Member proposes to  take with respect
thereto, together with a copy of any notice filed with the PBGC or the IRS  pertaining thereto.



Section 6.7 Environmental Matters. (a) The Borrower shall  provide the Administrative
Agent notice of each of the following (which may be made by telephone if  promptly confirmed by the
Administrative Agent in writing) promptly after any Responsible Officer of the  Borrower becomes
aware of it (and, upon reasonable request of the Administrative Agent, material  and nonprivileged
documents and information in connection therewith): (i)(A) unpermitted  Releases, (B) the receipt by
any Group Member of any notice of violation of or potential liability or  similar notice under, or
the existence of any condition that could reasonably be expected to result in  violations of or
liabilities under, any Environmental Law or (C) the commencement of, or  any material change to, any
action, investigation, suit, proceeding, audit, claim, demand, dispute alleging  a violation of or
liability under any Environmental Law, that, for each of clauses (A),  (B) and
(C) above (and, in the case of clause (C), if adversely  determined), in the
aggregate for each such clause, could reasonably be expected to result in  Environmental Liabilities
in excess of $250,000, (ii) the receipt by any Group Member of  notification that any property of
any Group Member is subject to any Lien in favor of any Governmental Authority  securing, in whole
or in part, Environmental Liabilities and (iii) any proposed acquisition  or lease of real property
(except as part of any Permitted Acquisition) if such acquisition or lease  would reasonably be
expected to result in aggregate Environmental Liabilities in excess of  $250,000.




(b) Upon written request of the Administrative Agent, the  Borrower shall provide the
Administrative Agent a report containing an update as to the status of any  environmental,
health or safety compliance, hazard or liability issue arising under  Environmental Laws
identified in any document delivered to any Secured Party pursuant to any Loan  Document or
as to any environmental, health or safety condition, if such issue or condition  would
reasonably be expected to result in Material Environmental Liabilities.



Section 6.8 Other Information. The Borrower shall provide the  Administrative Agent
with such other documents and information with respect to the business,  property, condition
(financial or otherwise), legal, financial or corporate or similar affairs or  operations of any
Group Member as the Administrative Agent or such Lender through the  Administrative Agent may from
time to time reasonably request.



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ARTICLE 7

AFFIRMATIVE COVENANTS




The Borrower (and, to the extent set forth in any other Loan Document, each  other Loan Party)
agrees with the Lenders, the L/C Issuers and the Administrative Agent to each  of the following, as
long as any Obligation (other than unasserted contingent indemnification  obligations and any
unasserted expense reimbursement obligations) or any Commitment remains  outstanding:



Section 7.1 Maintenance of Corporate Existence. Each Group  Member shall (a) preserve
and maintain its legal existence, except in the consummation of transactions  expressly permitted by
Sections 8.4 and 8.7, and (b) preserve and maintain its  rights (charter and
statutory), privileges franchises and Permits necessary or desirable in the  conduct of its
business, except, in the case of this clause (b), where the failure to  do so would not, in
the aggregate, have a Material Adverse Effect.



Section 7.2 Compliance with Laws, Etc. Each Group Member shall  comply with all
applicable Requirements of Law, Contractual Obligations and Permits, except for  such failures to
comply that would not, in the aggregate, have a Material Adverse Effect.



Section 7.3 Payment of Obligations. Each Group Member shall pay  or discharge before
they become delinquent (a) all material claims, taxes, assessments,  charges and levies imposed by
any Governmental Authority and (b) all other material lawful claims that  if unpaid would, by the
operation of applicable Requirements of Law, become a Lien upon any property of  any Group Member,
except, in the case of clauses (a) and (b), for those whose amount or  validity is being contested
in good faith by proper proceedings diligently conducted and for which adequate  reserves are
maintained on the books of the appropriate Group Member in accordance with  GAAP.



Section 7.4 Maintenance of Property. Each Group Member shall  (a) maintain and preserve
(i) in good working order and condition all of its property necessary in  the conduct of its
business and (ii) all rights, permits, licenses, approvals and privileges  (including all Permits)
necessary, used or useful, whether because of its ownership, lease, sublease,  license, sublicense
or other operation or occupation of property or other conduct of its business  and (b) make all
necessary or appropriate filings with, and give all required notices to,  Governmental Authorities,
except for such failures to maintain and preserve the items set forth in  clauses (a) and
(b) above (or make any filings in respect thereof) that would not, in  the aggregate, have a
Material Adverse Effect.



Section 7.5 Maintenance of Insurance. Each Group Member shall  (a) maintain or cause to
be maintained in full force and effect all policies of insurance of any kind  with respect to the
property and businesses of the Group Members (including policies of life, fire,  theft, product
liability, public liability, Flood Insurance, property damage, other casualty,  employee fidelity,
workers’ compensation, business interruption and employee health and  welfare insurance) with
financially sound and reputable insurance companies or associations (in each  case that are not
Affiliates of the Borrower) of a nature and providing such coverage as is  sufficient


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 and as is
customarily carried by businesses of the size and  character of the business of the Group Members
(it being agreed by the Administrative Agent that the insurance policies,  amounts of coverage and
the companies used by the Borrower on the Closing Date are satisfactory to the  Administrative Agent
as of the Closing Date) and (b) subject to Section 7.15 with  respect to insurance in effect
on the Closing Date, cause all such insurance (other than worker’s  compensation insurance policies)
relating to any property or business of any Loan Party to name the  Administrative Agent on behalf
of the Secured Parties as additional insured or lender loss payee, as agent for  the Lenders, as
appropriate, and to use commercially reasonable efforts to cause such insurance  to provide that no
cancellation, material addition in amount or material change in coverage shall  be effective until
after thirty (30) days’ notice (ten (10) days’ notice of  nonpayment) (or any shorter period or
periods as may be agreed by the Administrative Agent in its sole discretion)  thereof to the
Administrative Agent (it being agreed by the Administrative Agent that the  insurance policies and
certificates provided on or prior to the Closing Date are satisfactory to the  Administrative
Agent). Notwithstanding the requirement in clause (a) above, Federal  Flood Insurance shall
not be required for (x) real property that is not required to be subject  to a mortgage in favor of
the Agent for the benefit of the Lenders, (y) real property not located in  a Special Flood Hazard
Area, or (z) real property located in a Special Flood Hazard Area in a  community that does not
participate in the National Flood Insurance Program.



Section 7.6 Keeping of Books. The Group Members shall keep  proper books of record and
account, in which full, true and correct entries shall be made in accordance  with GAAP and all
other applicable Requirements of Law of all financial transactions and the  assets and business of
each Group Member.



Section 7.7 Access to Books and Property. Each Group Member  shall permit the
Administrative Agent, the Lenders and any Related Person of any of them, as  often as reasonably
requested, at any reasonable time during normal business hours and with  reasonable advance notice
(except that, during the continuance of an Event of Default, no such notice  shall be required) to
(a) visit and inspect the property of each Group Member and examine and  make copies of and
abstracts from, the corporate (and similar), financial, operating and other  books and records of
each Group Member, (b) discuss the affairs, finances and accounts of each  Group Member with any
officer or director of any Group Member and (c) communicate directly with  any registered certified
public accountants (including the Group Members’ Accountants) of any Group  Member. Each Group
Member shall authorize their respective registered certified public accountants  (including the
Group Members’ Accountants) to communicate directly with the  Administrative Agent, the Lenders and
their Related Persons and to disclose to the Administrative Agent, the Lenders  and their Related
Persons all financial statements and other documents and information as they  might have and the
Administrative Agent or any Lender reasonably requests with respect to any  Group Member;
provided that (i) any such visit or inspection shall be coordinated  through the
Administrative Agent, (ii) unless an Event of Default shall have occurred  and be continuing, only
one (1) such visit or inspection during any twelve month period shall be  at the cost of the Group
Members and (iii) nothing in this Section 7.7 shall require  any Group Member to take any
action that would violate a confidentiality agreement or waive any attorney  client or similar
privilege.



Section 7.8 Environmental. Each Group Member shall comply with,  and maintain its real
property, whether owned, leased, subleased or otherwise operated or occupied,  in compliance with,
all applicable Environmental Laws (including by implementing any Remedial  Action necessary to
achieve such compliance or that is required by orders and directives of any  Governmental Authority)
except for failures to comply or maintain compliance that would not, in the  aggregate, have a
Material Adverse Effect. Without limiting the foregoing, if an Event of Default  relating to
Environmental Laws is continuing or if the Administrative Agent at any time has  a reasonable basis
to believe that there exist violations of Environmental Laws by any Group  Member or that there
exist any Environmental Liabilities, in each case, that would have, in the  aggregate, a Material
Adverse Effect, then each Group Member shall, promptly upon receipt of written  request from the
Administrative Agent, cause the performance of, and allow the Administrative  Agent and its Related
Persons reasonable access to such real property that is the subject of the  violation of
Environmental Laws or Environmental Liabilities for the purpose of conducting,  such environmental
audits and assessments, including subsurface sampling of soil and groundwater,  and cause the
preparation of such reports, in each case as the Administrative Agent may from  time to time
reasonably request. Such audits, assessments and reports, to the extent not  conducted by the
Administrative Agent or any of its Related Persons, shall be conducted and  prepared by reputable
environmental consulting firms reasonably acceptable to the Administrative  Agent and shall be in
form and substance reasonably acceptable to the Administrative Agent.


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Section 7.9 Use of Proceeds. The proceeds of the Loans made on  the Closing Date,
together with the proceeds of the Second Lien Credit Agreement and the Sponsor  PIK Notes, shall be
used by the Borrower (and, to the extent distributed to them by the Borrower,  each other Group
Member) solely (a)to refinance outstanding Indebtedness under the Existing Debt  Agreements and (b)
to pay transaction costs, fees and expenses in connection with the Acquisition  Agreement, the Loan
Documents and the Related Transactions. The proceeds of Revolving Loans made  after the Closing Date
shall be used by the Borrower (and, to the extent distributed to them by the  Borrower, each other
Group Member) solely for working capital and general corporate and similar  purposes (including,
without limitation, Permitted Acquisitions and Investments, Capital  Expenditures and Restricted
Payments permitted by this Agreement but excluding any purchase of Loans in  accordance with
Section 2.21 or Section 11.2(g)). The proceeds of the  Incremental Term Loans shall
be used by the Borrower (and, to the extent distributed to them by the  Borrower, each other Group
Member) solely for the purposes specified in the applicable Incremental Term  Loan Assumption
Agreement. The aggregate principal amount of Revolving Loans (excluding Letters  of Credit) made on
the Closing Date shall not exceed the sum of (x) $3,100,000 and (y) any  additional amounts drawn to
fund upfront fees incurred under the provisions of the Fee Letter under the  heading “Market Flex”.



Section 7.10 Additional Collateral and Guaranties. To the  extent not delivered to the
Administrative Agent on or before the Closing Date (including in respect of  after-acquired property
and Persons that become Subsidiaries of any Loan Party after the Closing Date),  each Group Member
shall, promptly, do each of the following, unless otherwise agreed by the  Administrative Agent:




(a) deliver to the Administrative Agent such  modifications to the terms of the Loan
Documents (or, to the extent applicable as determined by the Administrative  Agent, such
other documents), in each case in form and substance reasonably satisfactory to  the
Administrative Agent and as the Administrative Agent deems necessary or  advisable in order
to ensure the following:




(i) each Subsidiary of any Loan Party that is not an  Excluded Foreign
Subsidiary shall guaranty, as primary obligor and not as surety, the payment of  the
Obligations of the Borrower; and




(ii) each Loan Party (including any Person required to  become a Guarantor
pursuant to clause (i) above) shall effectively grant to the  Administrative
Agent, for the benefit of the Secured Parties, a valid and enforceable security
interest in all of its property that constitutes Collateral, including all of  the
Stock and Stock Equivalents and other Securities it owns, as security for the
Obligations of such Loan Party;



provided,  however, that notwithstanding any other provision in any Loan Document,
unless the Borrower and the Administrative Agent otherwise agree, in no event  shall (x) any
Excluded Foreign Subsidiary be required to guaranty the payment of any  Obligation, (y) the Loan
Parties, individually or collectively, be required to pledge in excess of 66%  of the outstanding
Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest  be required to be
granted on, or a pledge required to be given of, any property of any Excluded  Foreign Subsidiary or
any Excluded Assets as security for any Obligation;


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(b) deliver to the Administrative Agent all certificates  representing Securities for
corporations (and to the extent any limited liability company or limited  partnership has
“opted into” Article 8 of the UCC pursuant to Section 8-103  of the UCC, for such limited
liability company or limited partnership) pledged pursuant to the Guaranty and  Security
Agreement and delivered pursuant to clause (a) above, together with  undated powers
or endorsements duly executed in blank;




(c) upon request of the Administrative Agent, deliver to  it (x) an appraisal complying
with FIRREA, (y) within forty-five days after receipt of notice from the  Administrative
Agent that Material Real Property owned by the Loan Parties is located in a  Special Flood
Hazard Area, Federal Flood Insurance as required by Section 7.5,  and (z) a Mortgage
on any Material Real Property owned by any Loan Party, together with all  necessary or
advisable Mortgage Supporting Documents relating thereto (or, if such real  property is
located in a jurisdiction outside the United States, similar documents deemed  appropriate by
the Administrative Agent to obtain the equivalent in such jurisdiction of a  first-priority
mortgage on such real property);




(d) to take all other actions necessary or advisable to  ensure the validity or
continuing validity of any guaranty for any Obligation or any Lien securing any  Obligation,
to perfect, maintain, evidence or enforce any Lien securing any Obligation or  to ensure such
Liens have the same priority as that of the Liens on similar Collateral set  forth in the
Loan Documents executed on the Closing Date (or, for Collateral located outside  the United
States, a similar priority acceptable to the Administrative Agent), including  the filing of
UCC financing statements in such jurisdictions as may be required by the Loan  Documents or
applicable Requirements of Law or as the Administrative Agent may otherwise  reasonably
request; and




(e) deliver to the Administrative Agent customary and  favorable legal opinions relating
to the matters described in this Section 7.10, which opinions shall  be as reasonably
required by, and in form and substance and from counsel reasonably satisfactory  to, the
Administrative Agent.



Section 7.11 Deposit Accounts; Securities Accounts and Cash  Collateral Accounts. (a)
Each Loan Party shall, within ninety (90) days after the Closing Date (or  such later date or dates
as may be agreed by the Administrative Agent in its sole discretion),  (i) deposit all of its cash
in deposit accounts that are Controlled Deposit Accounts, provided,  however, that
each Loan Party may maintain zero-balance accounts and may maintain payroll,  health-savings
accounts, worker’s compensation accounts, withholding tax and other  fiduciary accounts that are not
subject to control agreements, and (ii) deposit all of its Cash  Equivalents in securities accounts
that are Controlled Securities Accounts, in each case except for cash and Cash  Equivalents the
aggregate value of which does not exceed $250,000 at any time; provided,  further,
that the Loan Parties shall use commercially reasonable efforts to deposit all  cash and Cash
Equivalents in Controlled Deposit Accounts and Controlled Securities Accounts  to the extent set
forth above as of the Closing Date and provided, however, that if  any Loan Party
opens any account after the Closing Date that would be required to be subject  to a Control
Agreement pursuant to the foregoing provisions of this  Section 7.11(a), such Loan Party
shall have a period of fifteen (15) Business Days after the date such  account is opened (or such
later date or dates as may be agreed by the Administrative Agent in its sole  discretion) to comply
with the provisions of this Section 7.11(a) with respect to such  newly opened account.


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(b) The Administrative Agent shall not have any  responsibility for, or bear any risk of
loss of, any investment or income of any funds in any Cash Collateral Account.  From time to
time after funds are deposited in any Cash Collateral Account, the  Administrative Agent may
apply funds then held in such Cash Collateral Account to the payment of  Obligations in
accordance with Section 2.12. No Loan Party and no Person claiming  on behalf of or
through any Loan Party shall have any right to demand payment of any funds held  in any Cash
Collateral Account at any time prior to the termination of all Commitments and  the payment
in full of all Obligations and, in the case of L/C Cash Collateral Accounts,  the termination
or cash collateralization (in accordance with Section 9.3) of all  outstanding Letters of
Credit, except as permitted by the Administrative Agent.



Section 7.12 Interest Rate Contracts. The Borrower shall,  within ninety (90) days
after the Closing Date (or such later date as the Administrative Agent may  approve in its sole
discretion), enter into and thereafter maintain Interest Rate Contracts on  terms and with
counterparties reasonably satisfactory to the Administrative Agent, to provide  protection against
fluctuation of interest rates for not less than a one-year initial term for a  notional amount that,
when added to the aggregate principal amount of Consolidated long-term floating  rate Indebtedness
of the Borrower (calculated exclusive of Indebtedness under the Revolving  Credit Facility, the
Sponsor PIK Notes and Indebtedness bearing interest at a fixed rate), equals at  least 50% of the
aggregate principal amount of the Consolidated long-term floating rate  Indebtedness of the Borrower
(calculated exclusive of Indebtedness under the Revolving Credit Facility, the  Sponsor PIK Notes
and Indebtedness bearing interest at a fixed rate); provided that  such Interest
Rate Contracts shall be renewed annually, or the Borrower shall otherwise cause  such Interest Rate
Contracts to remain in place, for three consecutive years following the  ninetieth (90th)
day following the Closing Date.



Section 7.13 Landlord and Mortgagee Agreements. Borrower shall  use commercially
reasonable efforts for one hundred and twenty (120) days following the  Closing Date to obtain a
landlord’s agreement or mortgagee agreement, as applicable, from the  lessors or mortgagees of the
locations of the headquarters of the Borrower, which agreements shall contain a  waiver or
subordination of all Liens or claims that such landlord or mortgagee may assert  against the
Collateral at that location, and shall otherwise be reasonably satisfactory in  form and substance
to the Administrative Agent; provided, that (a) the Borrower shall  use commercially
reasonable efforts to obtain such landlord’s agreements or mortgagee  agreements on or prior to the
Closing Date and (b) no landlord’s agreement or mortgagee agreement  with respect to the premises at
1166 Avenue of the Americas, 10th floor, New York, NY 10036 shall be required  if the related lease
is terminated and the premises are vacated within ninety (90) days  following the Closing Date.



Section 7.14 Credit Rating. The Borrower shall at all times use  its commercially
reasonable efforts to cause to be maintained (a) a corporate credit rating  by S&P and a corporate
family rating by Moody’s and (b) a credit rating by each of  Moody’s and S&P with respect to the
Facilities (collectively, the “Credit Ratings”).



Section 7.15 Post Closing. The Borrower shall, no later than  sixty (60) days following
the Closing Date (or such later date or dates as may be agreed by the  Administrative Agent in its
sole discretion), deliver (or cause to be delivered) to the Administrative  Agent such endorsements
as may be required to comply with Section 7.5 with respect to the  insurance of the Loan
Parties as of the Closing Date.


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ARTICLE 8

NEGATIVE COVENANTS




The Borrower (and, to the extent set forth in any other Loan Document, each  other Loan Party)
agrees with the Lenders, the L/C Issuers and the Administrative Agent to each  of the following, as
long as any Obligation (other than unasserted contingent indemnification  obligations and any
unasserted expense reimbursement obligations) or any Commitment remains  outstanding:



Section 8.1 Indebtedness. No Group Member shall, directly or  indirectly, incur or
otherwise remain liable with respect to or responsible for, any Indebtedness  except for the
following:




(a) the Obligations (including for the avoidance of  doubt, any Incremental Term Loans,
Other Term Loans, Extended Loans, Other Refinancing Loans and Additional  Revolving Loans);




(b) Indebtedness (including Guaranty Obligations)  existing on the date hereof and set
forth on Schedule 8.1, together with any Permitted Refinancing of  any Indebtedness
permitted hereunder in reliance upon this clause (b);




(c) Indebtedness consisting of Capitalized Lease  Obligations (other than with respect
to a lease entered into as part of a Sale and Leaseback Transaction) and  purchase money
Indebtedness, in each case incurred by any Group Member to finance the  acquisition, repair,
improvement, replacement or construction of fixed or capital assets of such  Group Member,
together with any Permitted Refinancing of any Indebtedness permitted hereunder  in reliance
upon this clause (c); provided, however, that (i) the  aggregate
outstanding principal amount of all such Indebtedness, together with any  Indebtedness
consisting of Capitalized Lease Obligations permitted hereunder in reliance  upon clause
(b) above, does not exceed $15,000,000 at any time and (ii) the  principal amount of such
Indebtedness does not exceed the lower of the cost or fair market value of the  property so
acquired or built or of such repairs or improvements financed, whether directly  or through a
Permitted Refinancing, with such Indebtedness (each measured at the time such  acquisition,
repair, improvement or construction is made);




(d) Capitalized Lease Obligations arising under Sale and  Leaseback Transactions
permitted hereunder in reliance upon Section 8.4(b)(ii);




(e) intercompany loans owing to any Group Member and  constituting Permitted Investments
of such Group Member;




(f) (i) obligations under Interest Rate Contracts entered  into to comply with
Section 7.12 and (ii) obligations under other non-speculative  Hedging Agreements
entered into for the sole purpose of hedging in the normal course of business  and consistent
with industry practices;




(g) Guaranty Obligations of any Group Member with respect  to Indebtedness permitted
hereunder of any Group Member (other than Indebtedness permitted hereunder in  reliance upon
clause (b) or (c) above, for which Guaranty Obligations may be  permitted to
the extent set forth in such clauses);


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(h) Indebtedness of the Borrower owing under the Second  Lien Loan Documents;
provided, however, that the aggregate outstanding principal  amount of all
such Indebtedness shall not exceed (i) $85,000,000 at any time plus  (ii) an amount
not to exceed the Additional Second Lien Amount at such time if, in the case of  this clause
(ii), (A) the Borrower’s Consolidated First Lien Leverage Ratio the  denominator of which
shall equal the Borrower’s Consolidated EBITDA for the most recently ended  twelve
consecutive months with respect to which financial statements have been or were  required to
be delivered pursuant to Section 6.1, shall not exceed the  Borrower’s Consolidated
First Lien Leverage Ratio as of the Closing Date; provided, that  for
purposes of such calculations of the Borrower’s Consolidated First Lien  Leverage Ratio as of
the Closing Date, any Borrowing of Revolving Loans on the Closing Date to fund  additional
upfront fees incurred under the provisions of the Fee Letter under the heading  “Market Flex”
shall be excluded from Indebtedness for purposes of such calculations and  (B) the Borrower’s
Consolidated Leverage Ratio the numerator of which shall be calculated on a pro  forma basis
to give effect to such Additional Second Lien Amount and the application of the  proceeds
therefrom, and the denominator of which shall equal the Borrower’s  Consolidated EBITDA for
the most recently ended twelve consecutive months with respect to which  financial statements
have been or were required to be delivered pursuant to Section 6.1,  shall not exceed
the lesser of (x) the Consolidated Leverage Ratio permitted under  Section 5.1 for
the last day of the most recent Fiscal Quarter ending prior to such date and  (y) the
Borrower’s Consolidated Closing Leverage Ratio;




(i) Indebtedness of the Borrower owing under the Sponsor  PIK Notes; provided,
however, that the aggregate outstanding principal amount of all such  Indebtedness
shall not exceed $30,000,000 at any time (plus the amount of capitalized  interest thereon);




(j) any other Indebtedness of any Group Member;  provided, however, that
the aggregate outstanding principal amount of all such other Indebtedness shall  not exceed
$5,000,000 at any time, no more than $2,500,000 of which may be secured;




(k) Indebtedness consisting of the financing of insurance  premiums in the ordinary
course of business;




(l) unsecured Indebtedness representing deferred  compensation to employees of the
Borrower and its Subsidiaries incurred in the ordinary course of business;




(m) unsecured Indebtedness to current or former officers,  directors, managers,
consultants and employees, their respective estates, spouses or former spouses  to finance
the purchase or redemption of Stock (or Stock Equivalents) of the Borrower (or  any direct or
indirect parent thereof) permitted by Section 8.5 in an aggregate  amount not to
exceed $1,000,000;




(n) Indebtedness incurred by the Group Members in a  Permitted Acquisition, any other
Investment expressly permitted hereunder or any Sale, in each case to the  extent
constituting indemnification obligations (which shall be limited to the amount  of the
applicable sales price) or obligations in respect of purchase price adjustments  (including
earn-outs), in an amount not to exceed, in the aggregate with all Permitted  Acquisitions
consummated on or prior to the applicable date of determination, $50,000,000;




(o) cash management obligations and other Indebtedness in  respect of netting services,
automatic clearinghouse arrangements, overdraft protections, employee credit  card programs
and other cash management and similar arrangements in the ordinary course of  business and
any Guaranty Obligations of a Loan Party’s obligations in respect thereof;




(p) Indebtedness incurred by the Group Members in respect  of letters of credit, bank
guarantees, bankers’ acceptances, warehouse receipts or similar  instruments in respect of
workers compensation claims, health, disability or other employee benefits or  property,
casualty or liability insurance or self-insurance or other Indebtedness with  respect to
reimbursement-type obligations regarding workers compensation claims, in each  case, in the
ordinary course of business;


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(q) Permitted Refinancing of any Indebtedness permitted  hereunder other than
Indebtedness of the Borrower owing under the Sponsor PIK Notes (subject to any  restrictions
contained in the provision hereof authorizing incurrence of the Indebtedness  subject to such
Permitted Refinancing, and provided that such Permitted Refinancing  shall meet all
requirements of this Agreement applicable to the Indebtedness subject to such  Permitted
Refinancing);




(r) obligations in respect of performance, bid, appeal  and surety bonds and performance
and completion guarantees and similar obligations provided by the Group Members  or
obligations in respect of letters of credit, bank guarantees or similar  instruments related
thereto, in each case in the ordinary course of business; and




(s) unsecured Indebtedness in connection with any  Permitted Acquisition (exclusive of
the amounts described in clause (n) above) assumed or incurred by the  Borrower in an
aggregate amount not to exceed $10,000,000; provided that, (i) the  Group Members
would be in compliance (on a Pro Forma Basis after giving effect to the  assumption or
incurrence of such Indebtedness and any other Indebtedness incurrence,  Indebtedness
retirement, acquisition, disposition and other appropriate Pro Forma adjustment  events,
including any Indebtedness incurrence or retirement subsequent to the end of  the applicable
test period and on or prior to the date of such incurrence or assumption) with  the financial
covenants recomputed as of the last day of the most recently ended Fiscal  Quarter or Fiscal
Year (in the case of the fourth Fiscal Quarter) for which Financial Statements  have been or
were required to be delivered pursuant to Section 6.1 and  (ii) with respect to
assumed Indebtedness, such Indebtedness (A) is and remains the obligation  solely of the
Person or Persons that are the Proposed Acquisition Target of the relevant  Permitted
Acquisition and (B) exists prior to the assumption of such Indebtedness  and was not incurred
in contemplation thereof.



Section 8.2 Liens. No Group Member shall incur, maintain or  otherwise suffer to exist
any Lien upon or with respect to any of its property, whether now owned or  hereafter acquired, or
assign any right to receive income or profits, except for the following:




(a) Liens created pursuant to any Loan Document;




(b) Customary Permitted Liens of Group Members;




(c) Liens existing on the date hereof and set forth on  Schedule 8.2 and any
replacements thereof secured by the same or substantially similar property  (without increase
in the amount, or change in any direct or contingent obligor, of the  Indebtedness or other
obligations secured thereby);




(d) Liens on the property of the Borrower or any of its  Subsidiaries securing
Indebtedness permitted hereunder in reliance upon Section 8.1(c);  provided,
however, that (i) such Liens exist prior to the acquisition of, or  attach
substantially simultaneously with, or within 120 days after, the  incurrence of such
Indebtedness or the acquisition, repair, replacement, improvement or  construction of such
property financed, whether directly or through a Permitted Refinancing, by such  Indebtedness
and (ii) such Liens do not extend to any property of any Group Member  other than the
property (and proceeds thereof) pursuant to the relevant Capital Lease  agreement which are
acquired or built, or the improvements or repairs, financed (along with  customary security
deposits), whether directly or through a Permitted Refinancing, by such  Indebtedness, as
applicable; provided, that individual financings of equipment provided  by one lender
and permitted by this Section 8.2(d) may be cross-collateralized to  other financings
of equipment provided by such lender and permitted by this  Section 8.2(d);


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(e) Liens on the property of the Borrower or any of its  Subsidiaries securing the
Permitted Refinancing of any Indebtedness secured by any Lien on such property  permitted
hereunder without any change in the property subject to such Liens;




(f) Liens on any property of the Borrower or any of its  Subsidiaries securing any of
their Indebtedness or their other liabilities; provided, however,  that the
aggregate outstanding principal amount of all such Indebtedness and other  liabilities shall
not exceed $2,500,000 at any time; and




(g) the Liens granted on the Indebtedness under the  Second Lien Loan Documents (and any
Permitted Refinancing thereof) to the extent permitted hereunder and under the  Intercreditor
Agreement.



Section 8.3 Investments. No Group Member shall make or  maintain, directly or
indirectly, any Investment except for the following:




(a) Investments existing on the date hereof and set forth  on Schedule 8.3;




(b) Investments in cash and Cash Equivalents;




(c) (i) endorsements for collection or deposit in the  ordinary course of business
consistent with past practice, (ii) extensions of trade credit and  accounts receivable
(other than to Affiliates of the Borrower, except as permitted by  Section 8.9)
arising or acquired in the ordinary course of business and  (iii) Investments received in
settlements in the ordinary course of business of such extensions of trade  credit;




(d) Investments made as part of a Permitted Acquisition  or Investments made pursuant to
the terms and conditions of the Acquisition Agreement;




(e) Investments by (i) any Loan Party in any other  Loan Party, (ii) any Group Member
that is not a Loan Party in any Group Member or in any Joint Venture or  (iii) any Loan Party
in any Group Member that is not a Loan Party or in any Joint Venture;  provided,
however, that the aggregate outstanding amount of all Investments  permitted pursuant
to this clause (iii) shall not exceed $5,000,000 at any time; and  provided,
further, that any Investment consisting of loans or advances to any Loan  Party shall
be subordinated in full to the payment of the Obligations of such Loan Party on  terms and
conditions provided in Section 8.13 of the Guaranty and Security Agreement  or as set forth
on Exhibit M, as applicable, or otherwise satisfactory to the  Administrative Agent;




(f) loans or advances to employees, officers and  directors of the Borrower or any of
its Subsidiaries to finance travel, entertainment and relocation expenses and  other ordinary
business purposes; provided, however, that the aggregate  outstanding
principal amount of all loans and advances permitted pursuant to this clause  (f)
shall not exceed $2,000,000 at any time;


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(g) any Investment by the Borrower or any of its  Subsidiaries; provided,
however, that the aggregate outstanding amount of all such Investments  made pursuant
to this clause (g) (together with all Investments made pursuant to clause  (e)(iii) of this
Section 8.3), shall not exceed $10,000,000 at any time;




(h) Interest Rate Contracts and Hedging Agreements  permitted under Section
8.1(g) (including Investments in respect of Collateral or other amounts  posted to a
Group Member in connection with such permitted Hedging Agreements);




(i) non-cash loans or advances to employees, officers and  directors of the Borrower or
any of its Subsidiaries in connection with such Person’s purchase of Stock  of the Borrower;




(j) Investments (including debt obligations and Stock)  received in connection with the
bankruptcy or reorganization of suppliers and customers or in settlement of  delinquent
obligations of, or other disputes with, customers and suppliers arising in the  ordinary
course of business or upon the foreclosure with respect to any secured  Investment;




(k) advances of payroll payments to employees in the  ordinary course of business;




(l) Investments in the ordinary course of business  consisting of UCC Article 3
endorsements for collection or deposit;




(m) Guaranty Obligations in respect of leases of Group  Members (other than Capital
Leases or Synthetic Leases) that do not constitute Indebtedness, in each case  entered into
in the ordinary course of business;




(n) Investments made by any Group Member as a result of  (or in order to effect, in the
case of clause (ii)) (i) consideration received in  connection with a Sale
permitted by Section 8.4 (other than Section 8.4(a)(vi) and  subject to limitations,
if applicable, pursuant to Section 8.4 on the type of consideration  so received) or
(ii) transactions permitted under Section 8.5 and  Section 8.7; and




(o) any other Investment by the Borrower or any of its  Subsidiaries so long as (i) no
Event of Default is continuing or would result therefrom and (ii) at the  time of any such
Investment, and after giving effect thereto, the Consolidated Leverage Ratio is  less than
2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or  Fiscal Year (in
the case of the fourth Fiscal Quarter) for which Financial Statements have been  or were
required to be delivered pursuant to Section 6.1; provided  that the
aggregate amount of Investments made under this Section 8.3(o)  shall not exceed the
Available Amount as of the date each such Investment is made.



Section 8.4 Asset Sales. No Group Member shall Sell any of its  property (other than
cash) or issue shares of its own Stock, except for the following:




(a) (i) Sales of Cash Equivalents, (ii) Sales of  inventory or property that has become
obsolete or worn out in the ordinary course of business, (iii) licenses or  sublicenses of
Intellectual Property in the ordinary course of business, (iv) Sales of  inventory and goods
held for sale in the ordinary course of business, (v) Sales or discounts  of delinquent
accounts receivable in the ordinary course of business, (vi) the  incurrence of Liens
permitted by Section 8.2, the making of Investments permitted by  Section 8.3
and the consummation of any merger, consolidation or amalgamation permitted by  Section
8.7 and (vii) Sales of non-core assets acquired in connection with a  Permitted
Acquisition consummated after the date hereof in an aggregate amount not to  exceed
$2,500,000;


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(b) (i) a true lease or sublease of real property not  constituting Indebtedness and not
entered into as part of a Sale and Leaseback Transaction and (ii) a Sale  of property
pursuant to a Sale and Leaseback Transaction; provided, however,  that the
aggregate fair market value (measured at the time of the applicable Sale) of  all property
covered by any outstanding Sale and Leaseback Transaction consummated at any  time after the
Closing Date shall not exceed $5,000,000;




(c) (i) any Sale of any property (other than their own  Stock or Stock Equivalents) by
any Group Member to any other Group Member to the extent any resulting  Investment
constitutes a Permitted Investment, (ii) any Restricted Payment by any  Group Member
permitted pursuant to Section 8.5 and (iii) any distribution  by the Borrower of the
proceeds of Restricted Payments from any other Group Member to the extent  permitted in
Section 8.5;




(d) (i) any Sale or issuance by the Borrower of its own  Stock, (ii) any Sale or
issuance by any Subsidiary of the Borrower of its own Stock to any Group  Member,
provided, however, that the proportion of such Stock and of each  class of
such Stock (both on an outstanding and fully-diluted basis) held by the Loan  Parties, taken
as a whole, does not change as a result of such Sale or issuance and  (iii) to the extent
necessary to satisfy any Requirement of Law in the jurisdiction of  incorporation of any
Subsidiary of the Borrower, any Sale or issuance by such Subsidiary of its own  Stock
constituting directors’ qualifying shares or nominal holdings;




(e) as long as no Default is continuing or would result  therefrom, any Sale of property
(other than as part of a Sale and Leaseback Transaction or any Sale or issuance  of its own
Stock) of any Group Member for fair market value payable in cash upon such  Sale;
provided, however, that the aggregate consideration received  during any
Fiscal Year for all such Sales shall not exceed $25,000,000;




(f) Sales of accounts receivable in connection with the  collection or compromise
thereof in the ordinary course of business;




(g) Sales of property to the extent that (i) such  property is exchanged for credit
against the purchase price of similar replacement property or (ii) the  proceeds of such
Sales are promptly applied to the purchase price of replacement property, in  each case, in
the ordinary course of business;




(h) Sales of property among the Loan Parties;




(i) the lapse or abandonment in the ordinary course of  business of any registrations or
applications for registration of any Intellectual Property not otherwise in  violation of the
Loan Documents; and




(j) the unwinding of any Hedging Agreement so long as  (i) no Event of Default is
continuing or would result therefrom and (ii) at the time of any such  unwinding, and after
giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00  as of the last
day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of  the fourth
Fiscal Quarter) for which Financial Statements have been or were required to be  delivered
pursuant to Section 6.1, unless the Loan Party party to the Hedging  Agreement does
not make a cash payment in connection with the unwinding thereof.


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Section 8.5 Restricted Payments. No Group Member shall,  directly or indirectly, pay or
make any Restricted Payment except for the following:




(a) (i) Restricted Payments (A) by any Group Member  that is a Loan Party to any Loan
Party and (B) by any Group Member that is not a Loan Party to any Group  Member and (ii)
dividends and distributions by any Subsidiary of the Borrower that is not a  Loan Party to
any holder of its Stock, to the extent made to all such holders ratably  according to their
ownership interests in such Stock;




(b) dividends and distributions declared and paid on the  common Stock or Qualified
Stock of any Group Member ratably to the holders of such common Stock and  payable only in
common Stock or Qualified Stock of such Group Member;




(c) the redemption, purchase or other acquisition or  retirement for value by the
Borrower of its common Stock (or Stock Equivalents with respect to its common  Stock) (i)
from any present or former employee, director or officer (or the assigns,  estate, heirs or
current or former spouses thereof) of any Group Member upon the death,  disability,
retirement or termination of employment of such employee, director or officer;
provided, however, that (A) the amount of such Restricted  Payments paid in
any Fiscal Year in reliance upon this clause (i) shall not exceed  $2,000,000 in the
aggregate and (B) no action that would otherwise be permitted hereunder in  reliance upon
this clause (i) shall be permitted if a Default is then continuing or  would result
therefrom or (ii) to make cashless redemptions and cashless repurchases of  Stock and Stock
Equivalents of the Borrower and its Subsidiaries held by officers, directors or  employees
(or their assigns, estate, heirs, transferees or current or former spouses) in  order to
satisfy, in whole or in part, withholding tax requirements or exercise price  requirements
pursuant to a restricted stock agreement or a cashless exercise option in  connection with
the exercise of warrants options or other rights in accordance with the  provisions of a
warrant, option or other rights plan or program of the foregoing Persons;




(d) payments of cash, dividends, distributions, advances  or other Restricted Payments
by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu  of the
issuance of fractional shares upon (i) the exercise of options or warrants  or (ii) the
conversion or exchange of Stock of any such Person; and




(e) without duplication of any other clauses of this  Section 8.5, so long as
(i) no Event of Default is continuing or would result therefrom and  (ii) at the time of any
such Restricted Payment, and after giving effect thereto, the Consolidated  Leverage Ratio is
less than 2.00:1:00 as of the last day of the most recently ended Fiscal  Quarter or Fiscal
Year (in the case of the fourth Fiscal Quarter) for which Financial Statements  have been or
were required to be delivered pursuant to Section 6.1, other  Restricted Payments
that in the aggregate do not exceed the Available Amount as of the date such  Restricted
Payments are made.


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Section 8.6 Prepayment of Indebtedness. No Group Member shall  (w) prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled maturity thereof  any Indebtedness,
(x) set apart any property for such purpose, whether directly or  indirectly and whether to a
sinking fund, a similar fund or otherwise, (y) make any payment in  violation of any subordination
terms of any Indebtedness or (z) make any payment in respect of the  Indebtedness under the Sponsor
PIK Notes or any other Subordinated Debt; provided, however, that  each Group Member
may, to the extent otherwise permitted by the Loan Documents, do each of the  following:




(a) (i) prepay the Obligations, (ii) consummate a  Permitted Refinancing of any
Indebtedness other than the Sponsor PIK Notes, (iii) prepay in full on the  Closing Date
Indebtedness owing under the Existing Debt Agreements and (iv) terminate  or unwind a Hedging
Agreement to the extent permitted under Section 8.4(j);




(b) prepay, redeem, purchase, defease or otherwise  satisfy prior to the scheduled
maturity thereof (or set apart any property for such purpose) (i) in the  case of any Group
Member that is not a Loan Party, any Indebtedness owing by such Group Member to  any other
Group Member, (ii) otherwise, any Indebtedness owing to any Loan Party and  (iii) so long as
no Event of Default is continuing or would result therefrom, any mandatory  prepayments of
Indebtedness incurred under clauses (b), (c), (d) and (k) of  Section 8.1 and any
Permitted Refinancing thereof;




(c) with respect to Indebtedness other than the Sponsor  PIK Notes and the Indebtedness
under the Second Lien Loan Documents, make regularly scheduled or otherwise  required
repayments or redemptions of such Indebtedness (other than Indebtedness owing  to any
Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the  extent
permitted by the subordination provisions thereof;




(d) (i) make regularly scheduled interest payments on the  Indebtedness incurred under
the Second Lien Loan Documents (and any Permitted Refinancing thereof) to the  extent not
prohibited by the Intercreditor Agreement and (ii) convert (or exchange)  any Indebtedness to
(or for) Qualified Stock of the Borrower; and




(e) so long as (i) no Event of Default is continuing  or would result therefrom and (ii)
at the time of any such prepayment, redemption, purchase, defeasance or other  satisfaction
of Indebtedness, and after giving effect thereto, the Consolidated Leverage  Ratio is less
than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or  Fiscal Year
(in the case of the fourth Fiscal Quarter) for which Financial Statements have  been or were
required to be delivered pursuant to Section 6.1, make prepayments,  redemptions,
purchases, defeasance or other satisfaction of Indebtedness other than the  Indebtedness
under the Second Lien Loan Documents, the Sponsor PIK Notes or any Subordinated  Debt.



Section 8.7 Fundamental Changes. No Group Member shall merge,  consolidate or
amalgamate with any Person, in each case except for the following: (a) the  merger, consolidation or
amalgamation of any Subsidiary of the Borrower into any Loan Party, (b) to  consummate the
Acquisition, (c) the merger or consolidation of any Group Member that is  not a Loan Party into
another Group Member that is not a Loan Party and (d) any Group Member  (other than the Borrower)
may liquidate or dissolve or change its legal form if the Borrower determines  in good faith that
such action is in the best interests of the Group Members; provided that  (i) no Event of
Default shall result therefrom, (ii) no Change of Control shall result  therefrom, (iii) the
surviving Person (if such Person is already a Loan Party), or in the case of  liquidation or
dissolution, the Person who receives the assets of such dissolving or  liquidated Subsidiary, shall
be a Loan Party, and (iv) such liquidation, dissolution or change in legal  form would not
reasonably be expected to be materially adverse to the interests of the  Lenders, and (v) the
merger, consolidation or amalgamation of any Group Member for the sole purpose,  and with the sole
material effect, of changing its State of organization within the United States  (or outside the
United States if such entity’s jurisdiction was outside the United  States); provided,
however, that (A) in the case of any merger, consolidation or  amalgamation involving the
Borrower, the Borrower shall be the surviving Person and (B) in the case  of any merger,
consolidation or amalgamation involving any other Loan Party, a Loan Party  shall be the surviving
corporation and all actions required to maintain the perfection of the Lien of  the Administrative
Agent on the Stock or property of such Loan Party shall have been made.


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Section 8.8 Change in Nature of Business. No Group Member shall  carry on any business,
operations or activities (whether directly, through a Joint Venture, in  connection with a Permitted
Acquisition or otherwise) substantially different from the Business carried on  by the Borrower and
its Subsidiaries at the date hereof and business, operations and activities  reasonably related,
ancillary or complementary thereto.



Section 8.9 Transactions with Affiliates. No Group Member  shall, except as otherwise
expressly permitted herein, enter into any other transaction directly or  indirectly with, or for
the benefit of, any Affiliate of the Borrower that is not a Loan Party  (including Guaranty
Obligations with respect to any obligation of any such Affiliate), except for  (a) transactions in
the ordinary course of business on a basis no less favorable to such Group  Member as would be
obtained in a comparable arm’s length transaction with a Person not an  Affiliate of the Borrower,
(b) Restricted Payments made in accordance with Section 8.5,  (c) reasonable salaries and
other reasonable director or employee compensation (including bonuses and  benefits) to, and
customary indemnification arrangements with, officers and directors of any  Group Member, (d)
transactions under the Digital Reseller Agreement and (e) payment of fees  to the Sponsors and their
Affiliates for consulting services on a basis no less favorable to such Group  Member as would be
obtained in a comparable arm’s length transaction with a Person not an  Affiliate of the Borrower,
(f) payment of fees to the Sponsors and their Affiliates for management,  monitoring and advisory
fees in an aggregate amount in any Fiscal Year not to exceed $500,000;  provided that no
Event of Default is then continuing, (g) all out-of-pocket reasonable  expenses incurred by the
Sponsors and their Affiliates in connection with the performance of management,  monitoring,
advisory or other services with respect to the Group Members,  (h) Permitted Investments and
issuances and Sales of Stock and Stock Equivalents by the Borrower not  constituting a Change of
Control and not otherwise prohibited hereunder, (i) arrangements in  existence on the Closing Date
as set forth on Schedule 8.9, and (j) transactions among Group  Members (that are not Loan
Parties) and any other Group Members (that are not Loan Parties).



Section 8.10 Third-Party Restrictions on Indebtedness, Liens,  Investments or Restricted
Payments. No Group Member shall incur or otherwise suffer to exist or  become effective or
remain liable on or responsible for any Contractual Obligation limiting the  ability of (a) any
Subsidiary of the Borrower to make Restricted Payments to, or Investments in,  or repay Indebtedness
or otherwise Sell property to, any Group Member or (b) any Group Member to  incur or suffer to exist
any Lien upon any Collateral of any Group Member, whether now owned or  hereafter acquired, securing
any of its Obligations (including any “equal and ratable” clause and  any similar Contractual
Obligation requiring, when a Lien is granted on any property, another Lien to  be granted on such
property or any other property), except, for each of clauses (a) and  (b) above, (i)
pursuant to the Loan Documents, (ii) limitations on Liens (other than  those securing any
Obligation) on any property whose acquisition, repair, improvement or  construction is financed by
purchase money Indebtedness, Capitalized Lease Obligations or Permitted  Refinancings permitted
hereunder in reliance upon Section 8.1(b), (iii)pursuant to  Contractual Obligations with
respect to Indebtedness that exist on the Closing Date and (to the extent not  otherwise permitted
by this Section 8.10) are listed on Schedule 8.10  hereto and any Permitted
Refinancing Indebtedness with respect thereto, (iv) customary restrictions  on granting liens in
leases, subleases, licenses or asset sale agreements otherwise permitted hereby  so long as such
restrictions relate solely to the assets subject thereto, (v) customary  provisions restricting
assignment of any agreement entered into in the ordinary course of business,  (vi) customary
restrictions on cash or other deposits imposed by customers under contracts  entered into in the
ordinary course of business, (vii) restrictions in connection with cash or  other deposits permitted
under Section 8.2, (viii) related to any Sale permitted by  Section 8.4 applicable
pending such Disposition solely to the assets subject to such Disposition,  (ix) pursuant to the
Second Lien Loan Documents (and any Permitted Refinancing thereof) and  (x) prohibitions and
limitations that exist pursuant to applicable Requirements of Law.


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Section 8.11 Modification of Certain Documents. No Group Member  shall do any of the
following:




(a) waive or otherwise modify any term of any Related  Document (other than any Second
Lien Loan Document, the Sponsor PIK Notes or the terms of any Subordinated  Debt) or any
Constituent Document of, or otherwise change the capital structure of, any  Group Member
(including the terms of any of their outstanding Stock or Stock Equivalents),  in each case,
except for those modifications and waivers that (x) do not elect, or  permit the election, to
treat the Stock or Stock Equivalents of any limited liability company (or  similar entity) as
certificated and (y) do not materially and adversely affect the rights and  privileges of any
Group Member and do not materially and adversely affect the interests of any  Secured Party
under the Loan Documents or in the Collateral;




(b) waive or otherwise modify any term of (i) any  Second Lien Loan Document if such
waiver or modification is prohibited by the Intercreditor Agreement or  (ii) any Subordinated
Debt (including the Sponsor PIK Notes) if the effect thereof on such  Subordinated Debt is to
(A) increase the interest rate, (B) change the due dates for  principal or interest, other
than to extend such dates, (C) modify any default or event of default,  other than to delete
it or make it less restrictive, (D) add any covenant with respect thereto,  (E) modify any
subordination provision, (F) modify any redemption or prepayment  provision, other than to
extend the dates therefor or to reduce the premiums payable in connection  therewith or (G)
materially increase any obligation of any Group Member or confer additional  material rights
to the holder of such Indebtedness in a manner adverse to any Group Member or  any Secured
Party.




(c) permit the Obligations to cease qualifying as  “Designated Senior Debt” or “Senior
Debt” as defined in the Sponsor PIK Notes.



Section 8.12 Accounting Changes; Fiscal Year. No Group Member  shall change its (a)
accounting treatment or reporting practices, except as required by GAAP or any  Requirement of Law,
or (b) its fiscal year or its method for determining Fiscal Quarters or  fiscal months.



Section 8.13 Margin Regulations. No Group Member shall use all  or any portion of the
proceeds of any credit extended hereunder to purchase or carry margin stock  (within the meaning of
Regulation U of the Federal Reserve Board) in contravention of  Regulation U of the Federal Reserve
Board.



Section 8.14 Compliance with ERISA. No ERISA Affiliate shall  cause or suffer to exist
(a) any event that could reasonably be expected to result in the  imposition of a Lien with respect
to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event,  that would, in the
aggregate, have a Material Adverse Effect. No Group Member shall cause or  suffer to exist any event
that could reasonably be expected to result in the imposition of a Lien on a  Group Member or any
material property of a Group Member with respect to any Benefit Plan.



Section 8.15 Hazardous Materials. No Group Member shall cause  or suffer to exist any
Release of any Hazardous Material at, to or from any real property owned,  leased, subleased or
otherwise operated or occupied by any Group Member that would violate any  Environmental Law, form
the basis for any Environmental Liabilities or otherwise adversely affect the  value or
marketability of any real property (whether or not owned by any Group Member),  other than such
violations, Environmental Liabilities and effects that would not, in the  aggregate, have a Material
Adverse Effect.


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ARTICLE 9

EVENTS OF DEFAULT




Section 9.1 Definition. Each of the following shall be an Event  of Default:




(a) the Borrower shall fail to pay (i) any principal  of any Loan or any L/C
Reimbursement Obligation when the same becomes due and payable or (ii) any  interest on any
Loan, any fee under any Loan Document or any other Obligation (other than those  set forth in
clause (i) above) and, in the case of this clause (ii), such  non-payment
continues for a period of five (5) Business Days after the due date  therefor; or




(b) any representation, warranty or certification made or  deemed made by or on behalf
of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or  any
Responsible Officer thereof) in connection with any Loan Document (including in  any document
delivered in connection with any Loan Document) shall prove to have been  incorrect in any
material respect (or in any respect if such representation or warranty is  qualified by
“material” or “Material Adverse Effect”) when made or  deemed made; or




(c) any Loan Party shall fail to comply with (i) any  provision of Article 5
(Financial Covenants) (provided that any failure to comply with  Article 5
shall be subject to cure to the extent permitted by Section 9.5  prior to such
failure to comply with Article 5 constituting an Event of Default  hereunder),
Sections 6.1(a), (b) or (c) (Financial Statements),  6.2(a)(w)(i)
(Other Events), 7.1(a) (Maintenance of Corporate  Existence),
7.9 (Use of Proceeds), 7.11(a) (Deposit Accounts;  Securities
Accounts and Cash Collateral Accounts), 7.13 (Landlord and  Mortgagee
Agreements), 7.15 (Post Closing) or Article 8  (Negative
Covenants), (ii) any Loan Party shall fail to comply with any  provision of Section
6.1(d), (f), (g) or (h) (Financial Statements), and such  failure shall remain
unremedied for three (3) Business Days after the earlier of (A) the  date on which a
Responsible Officer of the Borrower becomes aware of such failure and  (B) the date on which
notice thereof shall have been given to the Borrower by the Administrative  Agent or the
Required Lenders, (iii) any Loan Party shall fail to comply with any  provision in any
subclause of Section 6.1 not set forth in clause (i) or  (ii) above,
and such failure shall remain unremedied for ten (10) days after the  earlier of (A) the date
on which a Responsible Officer of the Borrower becomes aware of such failure  and (B) the
date on which notice thereof shall have been given to the Borrower by the  Administrative
Agent or the Required Lenders or (iv) any other provision of any Loan  Document if, in the
case of this clause (iv), such failure shall remain unremedied for  thirty (30) days
after the earlier of (A) the date on which a Responsible Officer of the  Borrower becomes
aware of such failure and (B) the date on which notice thereof shall have  been given to the
Borrower by the Administrative Agent or the Required Lenders; or




(d) (i) any Group Member shall fail to make any payment  when due (whether due because
of scheduled maturity, required prepayment provisions, acceleration, demand or  otherwise) on
any Indebtedness of any Group Member (other than the Obligations) and, in each  case, such
failure relates to the Second Lien Loan Documents, the Sponsor PIK Notes or  other
Indebtedness having a principal amount of $5,000,000 or more, (ii) any  other event shall
occur or condition shall exist under any Contractual Obligation relating to any  such
Indebtedness (other than, with respect to Indebtedness consisting of Hedging  Agreements,
termination events or equivalent events pursuant to the terms of such Hedging  Agreements
that are not the result of any default or breach thereunder by any Loan Party),  if the
effect of such event or condition is to accelerate, or to permit the  acceleration of, the
maturity of such Indebtedness or (iii) any such Indebtedness shall become  or be declared to
be due and payable, or be required to be prepaid, redeemed, defeased or  repurchased (other
than by a regularly scheduled required prepayment), prior to the stated  maturity thereof; or


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(e) (i) any Group Member shall generally not pay its  debts as such debts become due,
shall admit in writing its inability to pay its debts generally or shall make a  general
assignment for the benefit of creditors, (ii) any proceeding shall be  instituted by or
against any Group Member seeking to adjudicate it a bankrupt or insolvent or  seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,  relief,
composition of it or its debts or any similar order, in each case under any  Requirement of
Law relating to bankruptcy, insolvency or reorganization or relief of debtors  or seeking the
entry of an order for relief or the appointment of a custodian, receiver,  trustee,
conservator, liquidating agent, liquidator, other similar official or other  official with
similar powers, in each case for it or for any substantial part of its property  and, in the
case of any such proceedings instituted against (but not by or with the consent  of) any
Group Member, either such proceedings shall remain undismissed or unstayed for  a period of
60 days or more or any action sought in such proceedings shall occur or  (iii) any Group
Member shall take any corporate or similar action or any other action to  authorize any
action described in clause (i) or (ii) above; or




(f) one or more judgments, orders or decrees (or other  similar process) shall be
rendered against any Group Member (i)(A)in the case of money judgments, orders  and decrees,
involving an aggregate amount (excluding amounts adequately covered by  insurance payable to
any Group Member, to the extent the relevant insurer has not denied coverage  therefor) in
excess of $5,000,000 or (B) otherwise, that would have, in the aggregate,  a Material Adverse
Effect and (ii)(A) enforcement proceedings shall have been commenced by any  creditor upon
any such judgment, order or decree or (B) such judgment, order or decree  shall not have been
vacated, bonded, discharged or paid for a period of thirty  (30) consecutive days and there
shall not be in effect (by reason of a pending appeal or otherwise) any stay of  enforcement
thereof; or




(g) except pursuant to a valid, binding and enforceable  termination or release
permitted under the Loan Documents and executed by the Administrative Agent,  the failure by
the Administrative Agent to possess collateral, file a financing statement or  any similar
filing, due to the gross negligence or willful misconduct of the Administrative  Agent as
determined by a court of competent jurisdiction in a final non-appealable  judgment or order
or as otherwise expressly permitted under any Loan Document, (i) any  provision of any Loan
Document shall, at any time after the delivery of such Loan Document, fail to  be valid and
binding on, or enforceable against, any Loan Party party thereto, (ii) any  Loan Document
purporting to grant a Lien to secure any Obligation shall, at any time after  the delivery of
such Loan Document, fail to create a valid and enforceable Lien on any  Collateral purported
to be covered thereby having a collective value in excess of $2,000,000  (determined based on
the greater of book value and fair market value) or such Lien shall fail or  cease to be a
perfected Lien with the priority required in the relevant Loan Document with  respect to any
Collateral having a collective value in excess of $2,000,000 (determined based  on the
greater of book value and fair market value), (iii) any subordination  provision set forth in
the Intercreditor Agreement shall, in whole or in part, terminate or otherwise  fail or cease
to be, in any material respect, valid and binding on, or enforceable against,  the Second
Lien Agent or any lender under the Second Lien Loan Documents (or the Second  Lien Agent or
any such lender shall so state in writing), (iv) any subordination  provision set forth in
the Sponsor PIK Notes shall, in whole or in part, terminate or otherwise fail  or cease to
be, in any material respect, valid and binding on, or enforceable against, the  applicable
Sponsors or other holder of the Sponsor PIK Notes (or any Sponsor, any  Affiliate of the
Sponsor or any such holder shall so state in writing) or any Group Member shall  state in
writing that any of the events described in clause (i), (ii),  (iii)
or (iv) above shall have occurred; or




(h) there shall occur any Change of Control.


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Section 9.2 Remedies. During the continuance of any Event of  Default, the
Administrative Agent may, and, at the request of the Required Lenders, shall,  in each case by
written notice to the Borrower and in addition to any other right or remedy  provided under any Loan
Document or by any applicable Requirement of Law, do each of the following:  (a) declare all or any
portion of the Commitments terminated, whereupon the Commitments shall  immediately be reduced by
such portion or, in the case of a termination in whole, shall terminate  together with any
obligation any Lender may have hereunder to make any Loan and any L/C Issuer  may have hereunder to
Issue any Letter of Credit or (b) declare immediately due and payable all  or part of any Obligation
arising under the Loan Documents (including any accrued but unpaid interest  thereon), whereupon the
same shall become immediately due and payable, without presentment, demand,  protest or further
notice or other requirements of any kind, all of which are hereby expressly  waived by the Borrower
(and, to the extent provided in any other Loan Document, the other Loan  Parties); provided,
however, that, effective immediately upon the occurrence of the Events  of Default specified
in Section 9.1(e)(ii), (x) the Commitments of each Lender to  make Loans and the commitment
of each L/C Issuer to Issue Letters of Credit shall each automatically be  terminated and (y) each
Obligation arising under the Loan Documents (including in each case all accrued  but unpaid interest
thereon) shall automatically become and be due and payable, without  presentment, demand, protest or
further notice or other requirement of any kind, all of which are hereby  expressly waived by the
Borrower (and, to the extent provided in any other Loan Document, any other  Loan Party).



Section 9.3 Actions in Respect of Letters of Credit. At any  time (i) upon the
Revolving Credit Termination Date, (ii) after the Revolving Credit  Termination Date when the
aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than  105% of the L/C
Obligations for all Letters of Credit at such time and (iii) as required  by Section 2.12,
the Borrower shall pay to the Administrative Agent in immediately available  funds at the
Administrative Agent’s office referred to in Section 11.11,  for deposit in a L/C Cash
Collateral Account, the amount required so that, after such payment, the  aggregate funds on deposit
in the L/C Cash Collateral Accounts equals or exceeds 105% of the L/C  Obligations for all Letters
of Credit at such time (not to exceed, in the case of clause (iii)  above, the payment to be
applied pursuant to Section 2.12 to provide cash collateral for  Letters of Credit).



Section 9.4 Governmental Approvals. Notwithstanding anything to  the contrary contained
herein or in any other Loan Document, any foreclosure on, sale, transfer or  other disposition of
any Collateral or any other action taken in accordance with this Agreement or  proposed to be taken
hereunder that would affect the operational, voting, or other control of any  Loan Party or affect
the ownership of the FCC Licenses shall be pursuant to the Communications Laws  and, if and to the
extent required thereby, subject to the prior consent of the FCC and any other  applicable
Governmental Authority. Notwithstanding anything to the contrary contained  herein, the
Administrative Agent and the other Secured Parties shall not take any action  pursuant hereto that
would constitute or result in any assignment of the FCC Licenses or transfer of  control of any Loan
Party if such assignment or transfer of control would require, under then  existing law (including
the Communications Laws), the prior approval of the FCC, without first  obtaining such approval of
the FCC and notifying the FCC of the consummation of such assignment or  transfer of control (to the
extent required to do so). During the existence of an Event of Default, each  Loan Party agrees to
take any reasonable, lawful action which the Administrative Agent may  reasonably request in order
to obtain and enjoy the full rights and benefits granted to the Administrative  Agent and Lenders by
this Agreement, including specifically, after the occurrence and during the  continuance of an Event
of Default, the use of such Loan Party’s commercially reasonable efforts  to assist in obtaining any
approval of the FCC and any other Governmental Authority that is then required  under the
Communications Laws or under any other law for any action or transaction  contemplated by this
Agreement, including, without limitation, the sale or transfer of Collateral.  Such efforts shall
include, without limitation, sharing with the Administrative Agent any FCC  registration numbers,
account numbers and passwords for the FCC’s electronic databases and  preparing, certifying and
filing (or causing to be prepared, certified and filed) with the FCC any  portion of any application
or applications for consent to the assignment of the FCC Licenses or transfer  of control of any
Loan Party required to be filed under the Communications Laws for approval of  any sale or transfer
of Collateral and/or the FCC Licenses.


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Section 9.5 Borrower’s Right to Cure. Notwithstanding  anything to the contrary
contained in Section 9.1, in the event of any Event of Default  under any covenant set forth
in Sections 5.1 or 5.2, any equity contribution in respect  of the Stock of the
Borrower (in the form of common equity, Qualified Stock or other equity having  terms reasonably
acceptable to the Administrative Agent) made to the Borrower after the last day  of any Fiscal
Quarter and on or prior to the day that is ten (10) days after the day on  which financial
statements are required to be delivered for that Fiscal Quarter (or, in the  case of the fourth
Fiscal Quarter, for such Fiscal Year) will, at the irrevocable request of the  Borrower, be included
in the calculation of Consolidated EBITDA solely for the purposes of  determining compliance with
such financial covenants at the end of such Fiscal Quarter and any subsequent  period that includes
such Fiscal Quarter (any such equity contribution, a “Specified Equity  Contribution”);
provided that (a) no Specified Equity Contribution shall be given  effect pursuant hereto
for any Fiscal Quarter unless, immediately after giving effect to such  requested Specified Equity
Contribution, there will be at least three (3) Fiscal Quarters in the  Relevant Four Fiscal Quarter
Period (as defined below) in which no Specified Equity Contribution has been  made, (b) the amount
of any Specified Equity Contribution and the use of proceeds therefrom will be  no greater than the
amount required to cause Borrower to be in compliance with the financial  covenants, (c) all
Specified Equity Contributions and the use of proceeds therefrom will be  disregarded for all
purposes under the Loan Documents other than determining compliance with the  covenants set forth in
Sections 5.1 and 5.2 (including calculating adjusted  Consolidated EBITDA for
purposes of determining basket levels, pricing and other items governed by  reference to
Consolidated EBITDA), (d) there shall be no more than two  (2) Specified Equity Contributions made
in the aggregate after the Closing Date, (e) the proceeds of all Specified  Equity Contributions
will be promptly applied by the Borrower to prepay amounts outstanding under  the Term Loan Facility
and (f) any Loans prepaid with the proceeds of Specified Equity  Contributions shall be deemed
outstanding for purposes of determining compliance with any covenant set forth  in Sections
5.1 or 5.2 for the current Fiscal Quarter. For purposes of this  paragraph, the term
“Relevant Four Fiscal Quarter Period” shall mean, with respect  to any requested Specified
Equity Contribution, the four Fiscal Quarter period ending on (and including)  the Fiscal Quarter in
which Consolidated EBITDA will be increased as a result of such Specified  Equity Contribution.



ARTICLE 10

THE ADMINISTRATIVE AGENT




Section 10.1 Appointment and Duties. (a) Appointment of  Administrative Agent.
Each Lender and each L/C Issuer hereby appoints GE Capital (together with any  successor
Administrative Agent pursuant to Section 10.9) as the  Administrative Agent hereunder and
authorizes the Administrative Agent to (i) execute and deliver the Loan  Documents and accept
delivery thereof on its behalf from any Group Member, (ii) take such  action on its behalf and to
exercise all rights, powers and remedies and perform the duties as are  expressly delegated to the
Administrative Agent under such Loan Documents and (iii) exercise such  powers as are reasonably
incidental thereto.


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(b) Duties as Collateral and Disbursing Agent. Without  limiting the generality
of clause (a) above, the Administrative Agent shall have the sole and  exclusive
right and authority (to the exclusion of the Lenders and L/C Issuers), and is  hereby
authorized, to (i) act as the disbursing and collecting agent for the  Lenders and the L/C
Issuers with respect to all payments and collections arising in connection with  the Loan
Documents (including in any proceeding described in  Section 9.1(e)(ii) or any other
bankruptcy, insolvency or similar proceeding), and each Person making any  payment in
connection with any Loan Document to any Secured Party is hereby authorized to  make such
payment to the Administrative Agent, (ii) file and prove claims and file  other documents
necessary or desirable to allow the claims of the Secured Parties with respect  to any
Obligation in any proceeding described in Section 9.1(e)(ii) or any  other
bankruptcy, insolvency or similar proceeding (but not to vote, consent or  otherwise act on
behalf of such Secured Party), (iii) act as collateral agent for each  Secured Party for
purposes of the perfection of all Liens created by such agreements and all  other purposes
stated therein, (iv) manage, supervise and otherwise deal with the  Collateral, (v) take such
other action as is necessary or desirable to maintain the perfection and  priority of the
Liens created or purported to be created by the Loan Documents,  (vi) except as may be
otherwise specified in any Loan Document, exercise all remedies given to the  Administrative
Agent and the other Secured Parties with respect to the Collateral, whether  under the Loan
Documents, applicable Requirements of Law or otherwise and (vii) execute  any amendment,
consent or waiver under the Loan Documents on behalf of any Lender that has  consented in
writing to such amendment, consent or waiver; provided, however,  that the
Administrative Agent hereby appoints, authorizes and directs each Lender and  L/C Issuer to
act as collateral sub-agent for the Administrative Agent, the Lenders and the  L/C Issuers
for purposes of the perfection of all Liens with respect to the Collateral,  including any
deposit account maintained by a Loan Party with, and cash and Cash Equivalents  held by, such
Lender or L/C Issuer, and may further authorize and direct the Lenders and the  L/C Issuers
to take further actions as collateral sub-agents for purposes of enforcing such  Liens or
otherwise to transfer the Collateral subject thereto to the Administrative  Agent, and each
Lender and L/C Issuer hereby agrees to take such further actions to the extent,  and only to
the extent, so authorized and directed.




(c) Limited Duties. Under the Loan Documents, the  Administrative Agent (i) is
acting solely on behalf of the Lenders and the L/C Issuers (except to the  limited extent
provided in Section 2.14(b) with respect to the Register and in  Section
10.11), with duties that are entirely administrative in nature,  notwithstanding the use
of the defined term “Administrative Agent”, the terms  “agent”, “administrative agent” and
“collateral agent” and similar terms in any Loan Document to refer to  the Administrative
Agent, which terms are used for title purposes only, (ii) is not assuming  any obligation
under any Loan Document other than as expressly set forth therein or any role  as agent,
fiduciary or trustee of or for any Lender, L/C Issuer or any other Secured  Party and (iii)
shall have no implied functions, responsibilities, duties, obligations or other  liabilities
under any Loan Document, and each Lender and L/C Issuer hereby waives and  agrees not to
assert any claim against the Administrative Agent based on the roles, duties  and legal
relationships expressly disclaimed in clauses (i) through (iii)  above.



Section 10.2 Binding Effect. Each Lender and each L/C Issuer  agrees that (i) any
action taken by the Administrative Agent or the Required Lenders (or, if  expressly required hereby,
a greater proportion of the Lenders) in accordance with the provisions of the  Loan Documents, (ii)
any action taken by the Administrative Agent in reliance upon the instructions  of Required Lenders
(or, where so required, such greater proportion) and (iii) the exercise by  the Administrative Agent
or the Required Lenders (or, where so required, such greater proportion) of the  powers set forth
herein or therein, together with such other powers as are reasonably incidental  thereto, shall be
authorized and binding upon all of the Secured Parties.



Section 10.3 Use of Discretion. (a) No Action without  Instructions. The
Administrative Agent shall not be required to exercise any discretion or take,  or to omit to take,
any action, including with respect to enforcement or collection, except any  action it is required
to take or omit to take (i) under any Loan Document or (ii) pursuant  to instructions from the
Required Lenders (or, where expressly required by the terms of this Agreement,  a greater proportion
of the Lenders).


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(b) Right Not to Follow Certain Instructions.  Notwithstanding clause
(a) above, the Administrative Agent shall not be required to take, or to  omit to take,
any action (i) unless, upon demand, the Administrative Agent receives an  indemnification
satisfactory to it from the Lenders (or, to the extent applicable and  acceptable to the
Administrative Agent, any other Secured Party) against all Liabilities that, by  reason of
such action or omission, may be imposed on, incurred by or asserted against the
Administrative Agent or any Related Person thereof or (ii) that is, in the  opinion of the
Administrative Agent or its counsel, contrary to any Loan Document or  applicable Requirement
of Law.



Section 10.4 Delegation of Rights and Duties. The  Administrative Agent may, upon any
term or condition it specifies, delegate or exercise any of its rights, powers  and remedies under,
and delegate or perform any of its duties or any other action with respect to,  any Loan Document by
or through any trustee, co-agent, employee, attorney-in-fact and any other  Person (including any
Secured Party). Any such Person shall benefit from this Article 10  to the extent provided
by the Administrative Agent.



Section 10.5 Reliance and Liability. (a) The  Administrative Agent may, without
incurring any liability hereunder, (i) treat the payee of any Note as its  holder until such Note
has been assigned in accordance with Section 11.2(d),  (ii) rely on the Register to the
extent set forth in Section 2.14, (iii) consult with any of  its Related Persons and,
whether or not selected by it, any other advisors, accountants and other  experts (including
advisors to, and accountants and experts engaged by, any Loan Party) and  (iv) rely and act upon any
document and information (including those transmitted by Electronic  Transmission) and any telephone
message or conversation, in each case believed by it to be genuine and  transmitted, signed or
otherwise authenticated by the appropriate parties.




(b) None of the Administrative Agent and its Related  Persons shall be liable for any
action taken or omitted to be taken by any of them under or in connection with  any Loan
Document, and each Lender, L/C Issuer, and the Borrower hereby waive and shall  not assert
(and the Borrower shall cause each other Loan Party to waive and agree not to  assert) any
right, claim or cause of action based thereon, except to the extent of  liabilities resulting
primarily from the gross negligence or willful misconduct of the Administrative  Agent or, as
the case may be, such Related Person (each as determined in a final,  non-appealable judgment
by a court of competent jurisdiction) in connection with the duties expressly  set forth
herein. Without limiting the foregoing, the Administrative Agent:




(i) shall not be responsible or otherwise incur liability  for any action or
omission taken in reliance upon the instructions of the Required Lenders or for  the
actions or omissions of any of its Related Persons selected with reasonable  care
(other than employees, officers and directors of the Administrative Agent, when
acting on behalf of the Administrative Agent);




(ii) shall not be responsible to any Secured Party for  the due execution,
legality, validity, enforceability, effectiveness, genuineness, sufficiency or  value
of, or the attachment, perfection or priority of any Lien created or purported  to be
created under or in connection with, any Loan Document;


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(iii) makes no warranty or representation, and shall not  be responsible, to any
Secured Party for any statement, document, information, representation or  warranty
made or furnished by or on behalf of any Related Person or any Loan Party in
connection with any Loan Document or any transaction contemplated therein or  any
other document or information with respect to any Loan Party, whether or not
transmitted or (except for documents expressly required under any Loan Document  to
be transmitted to the Lenders) omitted to be transmitted by the Administrative
Agent, including as to completeness, accuracy, scope or adequacy thereof, or  for the
scope, nature or results of any due diligence performed by the Administrative  Agent
in connection with the Loan Documents; and




(iv) shall not have any duty to ascertain or to inquire  as to the performance
or observance of any provision of any Loan Document, whether any condition set  forth
in any Loan Document is satisfied or waived, as to the financial condition of  any
Loan Party or as to the existence or continuation or possible occurrence or
continuation of any Default or Event of Default and shall not be deemed to have
notice or knowledge of such occurrence or continuation unless it has received a
notice from the Borrower, any Lender or L/C Issuer describing such Default or  Event
of Default clearly labeled “notice of default” (in which case the  Administrative
Agent shall promptly give notice of such receipt to all Lenders);



and, for each of  the items set forth in clauses (i) through (iv) above, each
Lender, L/C Issuer and the Borrower hereby waives and agrees not to assert (and  the Borrower shall
cause each other Loan Party to waive and agree not to assert) any right, claim  or cause of action
it might have against the Administrative Agent based thereon.



Section 10.6 Agents Individually. The Administrative Agent, the  Syndication Agent and
their respective Affiliates may make loans and other extensions of credit to,  acquire Stock and
Stock Equivalents of and engage in any kind of business with, any Loan Party or  Affiliate thereof
as though it were not acting as Administrative Agent or Syndication Agent, as  applicable, and may
receive separate fees and other payments therefor. To the extent the  Administrative Agent, the
Syndication Agent or any of their respective Affiliates makes any Loan or  otherwise becomes a
Lender hereunder, it shall have and may exercise the same rights and powers  hereunder and shall be
subject to the same obligations and liabilities as any other Lender and the  terms “Lender”,
“Revolving Credit Lender”, “Term Loan Lender”,  “Required Lender”, “Required Revolving Credit
Lender” and “Required Term Loan Lender” and any similar terms  shall, except where otherwise
expressly provided in any Loan Document, include, without limitation, the  Administrative Agent, the
Syndication Agent or such Affiliate, as the case may be, in its individual  capacity as Lender,
Revolving Credit Lender, Term Loan Lender or as one of the Required Lenders,  Required Revolving
Credit Lenders or Required Term Loan Lenders respectively.



Section 10.7 Lender Credit Decision. Each Lender and each L/C  Issuer acknowledges that
it shall, independently and without reliance upon the Administrative Agent, any  Lender or L/C
Issuer or any of their Related Persons or upon any document (including the  Disclosure Documents)
solely or in part because such document was transmitted by the Administrative  Agent or any of its
Related Persons, conduct its own independent investigation of the financial  condition and affairs
of each Loan Party and make and continue to make its own credit decisions in  connection with
entering into, and taking or not taking any action under, any Loan Document or  with respect to any
transaction contemplated in any Loan Document, in each case based on such  documents and information
as it shall deem appropriate. Except for documents expressly required by any  Loan Document to be
transmitted by the Administrative Agent to the Lenders or L/C Issuers, the  Administrative Agent
shall not have any duty or responsibility to provide any Lender or L/C Issuer  with any credit or
other information concerning the business, prospects, operations, property,  financial and other
condition or creditworthiness of any Loan Party or any Affiliate of any Loan  Party that may come in
to the possession of the Administrative Agent or any of its Related Persons.


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Section 10.8 Expenses; Indemnities. (a) Each Lender agrees  to reimburse the
Administrative Agent and each of its Related Persons (to the extent not  reimbursed by any Loan
Party) promptly upon demand for such Lender’s Pro Rata Share with respect  to the Facilities of any
costs and expenses (including fees, charges and disbursements of financial,  legal and other
advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party)  that may be incurred
by the Administrative Agent or any of its Related Persons in connection with  the preparation,
syndication, execution, delivery, administration, modification, consent, waiver  or enforcement of,
or the taking of any other action (whether through negotiations, through any  work-out, bankruptcy,
restructuring or other legal or other proceeding (including without limitation,  preparation for
and/or response to any subpoena or request for document production relating  thereto) or otherwise)
in respect of, or legal advice with respect to its rights or responsibilities  under, any Loan
Document.




(b) Each Lender further agrees to indemnify the  Administrative Agent and each of its
Related Persons (to the extent not reimbursed by any Loan Party), from and  against such
Lender’s aggregate Pro Rata Share with respect to the Facilities of the  Liabilities
(including to the extent not indemnified pursuant to  Section 10.8(c), taxes,
interests and penalties imposed for not properly withholding or backup  withholding on
payments made to or for the account of any Lender) that may be imposed on,  incurred by or
asserted against the Administrative Agent or any of its Related Persons in any  matter
relating to or arising out of, in connection with or as a result of any Loan  Document, any
Related Document or any other act, event or transaction related, contemplated  in or
attendant to any such document, or, in each case, any action taken or omitted  to be taken by
the Administrative Agent or any of its Related Persons under or with respect to  any of the
foregoing; provided, however, that no Lender shall be liable to  the
Administrative Agent or any of its Related Persons to the extent such liability  has resulted
primarily and directly from (i) the gross negligence or willful misconduct  of the
Administrative Agent or, as the case may be, such Related Person, as determined  by a court
of competent jurisdiction in a final non-appealable judgment or order,  (ii) a material
breach of the Administrative Agent’s obligations under the Loan Documents,  as determined by
a court of competent jurisdiction in a final non-appealable judgment or order  or (iii) any
dispute among the Indemnitees other than (x) any claims against the  Administrative Agent in
its capacity or in fulfilling its role as an administrative agent or any  similar role under
the Loan Documents and (y) any claims arising out of any act or omission  on the part of the
Loan Parties or their Affiliates.




(c) To the extent required by any applicable law, the  Administrative Agent may withhold
from any payment to any Lender an amount equivalent to any applicable  withholding Tax. If
any payment is made to any Lender by the Administrative Agent without the  applicable
withholding Tax being withheld from such payment and the Administrative Agent  has paid over
the applicable withholding Tax to the IRS or any other Governmental Authority,  or the IRS or
any other Governmental Authority asserts a claim that the Administrative Agent  did not
properly withhold Tax from amounts paid to or for the account of any Lender  because the
appropriate form was not delivered or was not properly executed or because such  Lender
failed to notify the Administrative Agent of a change in circumstance which  rendered the
exemption from, or reduction of, withholding Tax ineffective or for any other  reason not
attributable to the Administrative Agent’s gross negligence or willful  misconduct, such
Lender shall indemnify the Administrative Agent fully for all amounts paid,  directly or
indirectly, by the Administrative Agent as Tax or otherwise, including any  penalties or
interest and together with all expenses (including legal expenses, allocated  internal costs
and out-of-pocket expenses) incurred. The Administrative Agent may offset  against any
payment to any Lender under a Loan Document, any applicable withholding Tax  that was
required to be withheld from any prior payment to such Lender but which was not  so withheld,
as well as any other amounts for which the Administrative Agent is entitled to
indemnification from such Lender under this Section 10.8(c).


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Section 10.9 Resignation of Administrative Agent or L/C Issuer.  (a) The Administrative
Agent may resign at any time by delivering notice of such resignation to the  Lenders and the
Borrower, effective on the date set forth in such notice or, if no such date is  set forth therein,
upon the date such notice shall be effective in accordance with the terms of  this Section
10.9. If the Administrative Agent delivers any such notice, the Required  Lenders shall have the
right to appoint a successor Administrative Agent. If, after thirty  (30) days after the date of the
retiring Administrative Agent’s notice of resignation, no successor  Administrative Agent has been
appointed by the Required Lenders that has accepted such appointment, then the  retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor  Administrative Agent. Each
appointment under this clause (a) shall be subject to the prior consent  of the Borrower,
which may not be unreasonably withheld but shall not be required during the  continuance of an Event
of Default.




(b) Effective immediately upon its resignation,  (i) the retiring Administrative Agent
shall be discharged from its duties and obligations under the Loan Documents,  (ii) the
Lenders shall assume and perform all of the duties of the Administrative Agent  until a
successor Administrative Agent shall have accepted a valid appointment  hereunder, (iii) the
retiring Administrative Agent and its Related Persons shall no longer have the  benefit of
any provision of any Loan Document other than with respect to any actions taken  or omitted
to be taken while such retiring Administrative Agent was, or because such  Administrative
Agent had been, validly acting as Administrative Agent under the Loan Documents  and (iv)
subject to its rights under Section 10.3, the retiring  Administrative Agent shall
take such action as may be reasonably necessary to assign to the successor  Administrative
Agent its rights as Administrative Agent under the Loan Documents. Effective  immediately
upon its acceptance of a valid appointment as Administrative Agent, a successor
Administrative Agent shall succeed to, and become vested with, all the rights,  powers,
privileges and duties of the retiring Administrative Agent under the Loan  Documents.




(c) Any L/C Issuer may resign at any time by delivering  notice of such resignation to
the Administrative Agent, effective on the date set forth in such notice or, if  no such date
is set forth therein, on the date such notice shall be effective. Upon such  resignation, the
L/C Issuer shall remain an L/C Issuer and shall retain its rights and  obligations in its
capacity as such (other than any obligation to Issue Letters of Credit but  including the
right to receive fees or to have Lenders participate in any L/C Reimbursement  Obligation
thereof) with respect to Letters of Credit Issued by such L/C Issuer prior to  the date of
such resignation and shall otherwise be discharged from all other duties and  obligations
under the Loan Documents.



Section 10.10 Release of Collateral or Guarantors. Each Lender  and L/C Issuer
(including in its capacities as a potential Secured Banking Services Provider  or Secured Hedging
Counterparty) hereby consents to the automatic release and hereby directs the  Administrative Agent
to release (or, in the case of clause (b)(ii) below, release or  subordinate) the following:




(a) any Subsidiary of the Borrower from its guaranty of  any Obligation of any Loan
Party if (x) such Subsidiary ceases to be a “Subsidiary” as a  result of a transaction
permitted hereunder or (y) all of the Securities of such Subsidiary owned  by any Group
Member are Sold in a Sale permitted under the Loan Documents (including  pursuant to a waiver
or consent), to the extent that, after giving effect to such Sale, such  Subsidiary would not
be required to guaranty any Obligations pursuant to Section 7.10;  and


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(b) any Lien held by the Administrative Agent for the  benefit of the Secured Parties
against (i) any Collateral that is Sold by a Loan Party in a Sale  permitted by the Loan
Documents (including pursuant to a valid waiver or consent), to the extent all  Liens
required to be granted in such Collateral pursuant to Section 7.10  after giving
effect to such Sale have been granted, (ii) any property subject to a Lien  permitted
hereunder in reliance upon Section 8.2(d) or (e) and  (iii) all of the
Collateral and all Loan Parties, upon (A) termination of the Commitments,  (B) payment and
satisfaction in full of all Loans, all L/C Reimbursement Obligations and all  other
Obligations (including Obligations arising under Secured Hedging Agreements and  Secured
Banking Services Obligations) that the Administrative Agent has been notified  (by or on
behalf of the holder of such Obligations) in writing are then due and payable  (or will be
due and payable following notice or expiration of any applicable grace period),  (C) deposit
of cash collateral with respect to all contingent Obligations (or, in the case  of any L/C
Obligation, a back-up letter of credit has been issued and delivered to the  Administrative
Agent, or in the case of contingent Obligations arising under Secured Hedging  Agreements or
Secured Banking Services Obligations, any other arrangements satisfactory to  the applicable
Secured Hedging Counterparty or Secured Banking Services Provider shall have  been made), in
amounts and on terms and conditions and with parties satisfactory to the  Administrative
Agent (or, in the case of contingent Obligations arising under Secured Hedging  Agreements or
contingent Secured Banking Services Obligations, satisfactory to the applicable  Secured
Hedging Counterparty or Secured Banking Services Provider, as applicable) and  each
Indemnitee that is owed such Obligations and (D) to the extent requested  by the
Administrative Agent, receipt by the Secured Parties of liability releases from  the Loan
Parties each in form and substance acceptable to the Administrative Agent.



Each Secured  Party hereby directs the Administrative Agent, and the Administrative Agent  hereby
agrees, promptly (but in any event, within three Business Days of receipt of  advance notice from
the Borrower and documentation prepared to the reasonable satisfaction of the  Administrative
Agent), to execute and deliver or file such documents and to perform other  actions reasonably
necessary to release the guaranties and Liens when and as directed in this  Section 10.10.



Section 10.11 Additional Secured Parties. The benefit of the  provisions of the Loan
Documents directly relating to the Collateral or any Lien granted thereunder  shall extend to and be
available to any Secured Party that is not a Lender or L/C Issuer as long as,  by accepting such
benefits, such Secured Party agrees, as among the Administrative Agent and all  other Secured
Parties, that such Secured Party is bound by (and, if requested by the  Administrative Agent,
(except in the case of Secured Hedging Counterparties and Secured Banking  Services Providers) shall
confirm such agreement in a writing in form and substance acceptable to the  Administrative Agent)
this Article X, Section 11.8 (Right of Setoff),  Section 11.9
(Sharing of Payments) and Section 11.20  (Confidentiality) and the decisions
and actions of the Administrative Agent and the Required Lenders (or, where  expressly required by
the terms of this Agreement, a greater proportion of the Lenders) to the same  extent a Lender is
bound; provided, however, that, notwithstanding the foregoing,  (a) such Secured
Party shall be bound by Section 10.8 only to the extent of  Liabilities, costs and expenses
with respect to or otherwise relating to the Collateral held for the benefit of  such Secured Party,
in which case the obligations of such Secured Party thereunder shall not be  limited by any concept
of Pro Rata Share or similar concept, (b) except as set forth specifically  herein, each of the
Administrative Agent, the Lenders and the L/C Issuers shall be entitled to act  at its sole
discretion, without regard to the interest of such Secured Party, regardless of  whether any
Obligation to such Secured Party thereafter remains outstanding, is deprived of  the benefit of the
Collateral, becomes unsecured or is otherwise affected or put in jeopardy  thereby, and without any
duty or liability to such Secured Party or any such Obligation and  (c) except as set forth
specifically herein, such Secured Party shall not have any right to be notified  of, consent to,
direct, require or be heard with respect to, any action taken or omitted in  respect of the
Collateral or under any Loan Document.


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Section 10.12 Syndication Agent.



No Lender identified in this Agreement as the Syndication Agent shall have  any right, power,
obligation, liability, responsibility or duty under this Agreement other than  those applicable to
all Lenders as such. Without limiting the foregoing, no such lender shall have  or be deemed to have
a fiduciary relationship with any Lender. Each Lender hereby makes the same  acknowledgments with
respect to the relevant Lender in its capacity as Syndication Agent as it makes  with respect to the
Administrative Agent in Section 10.7.



ARTICLE 11

MISCELLANEOUS




Section 11.1 Amendments, Waivers, Etc. (a) No amendment or  waiver of any provision of
any Loan Document (other than (i) the Fee Letter, the Control Agreements  and the L/C Reimbursement
Agreements, (ii) as provided in Section 2.19 with respect to  any Incremental Term Loan
Assumption Agreement, (iii) as provided in Section 2.20 with  respect to an Extension
Amendment, (iv) as provided in Section 2.21 with respect to  Purchase Offers, (v) as
provided in Section 2.22 with respect to a Refinancing Amendment  and (vi) as provided in
Section 11.23 with respect to Affiliated Lenders) and no consent to  any departure by any
Loan Party therefrom shall be effective unless the same shall be in writing and  signed (1) in the
case of an amendment, consent or waiver to cure any ambiguity, omission, defect  or inconsistency or
granting a new Lien for the benefit of the Secured Parties or extending an  existing Lien over
additional property, by the Administrative Agent and the Borrower, (2) in  the case of any other
waiver or consent, by the Required Lenders (or by the Administrative Agent with  the consent of the
Required Lenders) and (3) in the case of any other amendment, by the  Required Lenders (or by the
Administrative Agent with the consent of the Required Lenders) and the  Borrower; provided,
however, that no amendment, consent or waiver described in clause  (2) or
(3) above shall, unless in writing and signed by each Lender directly  affected thereby (or
by the Administrative Agent with the consent of such Lender), in addition to  any other Person the
signature of which is otherwise required pursuant to any Loan Document, do any  of the following:




(i) waive any condition specified in  Section 3.1, except any condition
referring to any other provision of any Loan Document;




(ii) increase the Commitment of such Lender or subject  such Lender to any
additional obligation;




(iii) reduce (including through release, forgiveness,  assignment or otherwise)
(A) the principal amount of, the interest rate on, or any obligation of  the Borrower
to repay (whether or not on a fixed date), any outstanding Loan owing to such
Lender, (B) any fee or accrued interest payable to such Lender or  (C) if such Lender
is a Revolving Credit Lender, any L/C Reimbursement Obligation or any  obligation of
the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement
Obligation; provided, however, that this clause (iii) does
not apply to (x) any change to any provision increasing any interest rate  or fee
during the continuance of an Event of Default or to any payment of any such  increase
or (y) any modification to any financial covenant set forth in  Article 5 or
in any definition set forth therein or principally used therein;




(iv) waive or postpone any scheduled maturity date or  other scheduled date
fixed for the payment, in whole or in part, of principal of or interest on any  Loan
or fee owing to such Lender or for the reduction of such Lender’s  Commitment;
provided, however, that this clause (iv) does not apply to
any change to mandatory prepayments, including those required under Section
2.8, or to the application of any payment, including as set forth in  Section
2.12;


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(v) except as provided in Section 10.10,  release all or substantially
all of the Collateral or any Guarantor from its guaranty of any Obligation of  the
Borrower;




(vi) reduce or increase the proportion of Lenders  required for the Lenders (or
any subset thereof) to take any action hereunder or change the definition of  the
terms “Required Lenders”, “Pro Rata Share” or “Pro  Rata Outstandings”; or




(vii) amend Section 10.10 (Release of  Collateral or Guarantor),
Section 11.9 (Sharing of Payments) or this  Section 11.1;



and  provided, further, that (x)(A)any waiver of any payment applied  pursuant to
Section 2.12(b) (Application of Mandatory Prepayments) to,  and any modification of
the application of any such payment to, (1) the Term Loans shall require  the consent of the
Required Term Loan Lenders and (2) the Revolving Loans shall require the  consent of the Required
Revolving Credit Lenders, (B) any change to the definition of the term  “Required Term Loan Lender”
shall require the consent of the Required Term Loan Lenders, (C) any  change to the definition of
the term “Required Revolving Credit Lender” shall require the consent  of the Required Revolving
Credit Lenders and (D) any amendment, waiver or consent to any provision  of this Agreement
(including Section 2.12 and Section 11.9) that permits  the Borrower or any of its
Affiliates to purchase Loans on a non-pro rata basis, become an eligible  assignee pursuant to
Section 11.2 and/or make offers to make optional prepayments on a  non-pro rata basis shall
require the prior written consent of the Required Lenders rather than the prior  written consent of
each Lender directly affected thereby, (y) no amendment, waiver or consent  shall affect the rights
or duties under any Loan Document of, or any payment to, the Administrative  Agent (or otherwise
modify any provision of Article 10 or the application thereof), the  Swingline Lender, any
L/C Issuer or any SPV that has been granted an option pursuant to  Section 11.2(f) unless in
writing and signed by the Administrative Agent, the Swingline Lender, such L/C  Issuer or, as the
case may be, such SPV in addition to any signature otherwise required and  (z) the consent of the
Borrower shall not be required to change any order of priority set forth in  Section 2.12.
No amendment, modification or waiver of this Agreement or any Loan Document  altering (i) the
ratable treatment of Obligations arising under Secured Hedging Agreements  resulting in such
Obligations becoming junior in right of payment to principal of the Loans or  resulting in
Obligations owing to any Secured Hedging Counterparty becoming unsecured (other  than releases of
Liens applicable to all Lenders and otherwise permitted in accordance with the  terms hereof), in
each case in a manner adverse to any Secured Hedging Counterparty, shall be  effective without the
written consent of such Secured Hedging Counterparty or, in the case of a  Secured Hedging Agreement
provided or arranged by GE Capital or an Affiliate thereof, GE Capital or  (ii) the ratable
treatment of Secured Banking Services Obligations resulting in such Secured  Banking Services
Obligations becoming junior in right of payment to principal of the Loans or  resulting in the
Secured Banking Services Obligations becoming unsecured (other than releases of  Liens applicable to
all Lenders and otherwise permitted in accordance with the terms hereof), in  each case in a manner
adverse to any Secured Banking Services Provider, shall be effective without  the written consent of
such Secured Banking Services Provider or, in the case Secured Banking Services  provided or
arranged by GE Capital or an Affiliate thereof, GE Capital.



Notwithstanding anything to the contrary contained herein, this Agreement  may be amended (or
amended and restated) with the written consent of the Administrative Agent, the  Required Lenders
and the Borrower to add one or more additional credit facilities (including an  additional term loan
tranche) to this Agreement (it being understood that no Lender shall have any  obligation to provide
or to commit to provide all or any portion of any such additional credit  facility or term loan
tranche) and to permit the extensions of credit and the refinancing and/or  replacement of the
credit facilities from time to time outstanding hereunder and thereunder and  the accrued interest
and fees in respect hereof and thereof to share ratably in the benefits of this  Agreement and the
other Loan Documents with the Term Loans and Revolving Loans and the accrued  interest and fees in
respect thereof (and, in the case of sharing in prepayments, any such credit  facility consisting of
term loans shall share ratably with the Term Loans, and any such credit  facility constituting a
revolving facility shall share ratably with the Revolving Loans).


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(b) Each waiver or consent under any Loan Document shall  be effective only in the
specific instance and for the specific purpose for which it was given. No  notice to or
demand on any Loan Party shall entitle any Loan Party to any notice or demand  in the same,
similar or other circumstances. No failure on the part of any Secured Party to  exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof,  nor shall any
single or partial exercise of any such right preclude any other or further  exercise thereof
or the exercise of any other right.



Section 11.2 Assignments and Participations; Binding Effect.  (a) Binding
Effect. This Agreement shall become effective when it shall have been  executed by the Borrower
and the Administrative Agent and when the Administrative Agent shall have been  notified by each
Lender and L/C Issuer that such Lender or L/C Issuer has executed it.  Thereafter, it shall be
binding upon and inure to the benefit of, but only to the benefit of, the  Borrower (except for each
Section of Article 10 other than Section 10.10), the  Administrative Agent, each
Lender and L/C Issuer and, to the extent provided in Section 10.11,  each other Indemnitee
and Secured Party and, in each case, their respective successors and permitted  assigns. Except as
expressly provided in any Loan Document (including in  Section 10.9), none of the Borrower,
any L/C Issuer or the Administrative Agent shall have the right to assign any  rights or obligations
hereunder or any interest herein.




(b) Right to Assign. Each Lender may sell, transfer,  negotiate or assign all or
a portion of its rights and obligations hereunder (including all or a portion  of its
Commitments and its rights and obligations with respect to Loans and Letters of  Credit) to
(i) any existing Lender (other than (w) a Non-Funding Lender or  Impacted Lender, (x) a
natural Person, (y) the Borrower, the Permitted Investors or any of their  respective
Affiliates except, in each case, in accordance with clause (g) below and  (z) a
holder of obligations under the Second Lien Credit Agreement or any  Subordinated Debt or an
Affiliate of such a holder), (ii) any Affiliate or Approved Fund of any  existing Lender
(other than (x) a Non-Funding Lender or Impacted Lender, (y) a  natural Person and (z) the
Borrower, the Permitted Investors or any of their respective Affiliates except,  in each
case, in accordance with clause (g) below) or (iii) any other  Person (other than (x)
a natural Person and (y) the Borrower, the Permitted Investors or any of  their respective
Affiliates except, in each case, pursuant to clause (g) below)  acceptable (which
acceptance shall not be unreasonably withheld or delayed) to the Administrative  Agent and,
as long as no Event of Default is continuing, the Borrower (which acceptance  shall be deemed
to have been given if the Borrower has not responded within five Business Days  of a written
request for such acceptance); provided that the written consent of the  Borrower
shall always be required for assignments to Disqualified Competitors and, with  respect to
Sales of Revolving Credit Commitments, each L/C Issuer and Swingline Lender  that is a
Lender; provided, however, that (w) such Sales do not have  to be ratable
between the Facilities but must be ratable among the obligations owing to and  owed by such
Lender with respect to a Facility, (x) for each Facility, the aggregate  outstanding
principal amount (determined as of the effective date of the applicable  Assignment) of the
Loans, Commitments and L/C Obligations subject to any such Sale shall be in a  minimum amount
of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate  or Approved
Fund of any existing Lender, is of the assignor’s (together with its


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Affiliates
and Approved
Funds) entire interest in such Facility or is made with the prior written  consent of the
Borrower (to the extent the Borrower’s consent is otherwise required) and  the Administrative
Agent, (y) such Sales by Lenders who are Non-Funding Lenders due to clause  (a) of the
definition of Non-Funding Lender shall be subject to the Administrative  Agent’s prior
written consent in all instances, unless in connection with such sale, such  Non-Funding
Lender cures, or causes the cure of, its Non-Funding Lender status as  contemplated in
Section 2.2(c)(v) and (z) any assignments of loans and  commitments under the
Facilities entered into to complete a Successful Syndication shall not be  subject to the
consent, minimum amounts and fee provisions set forth in this  Section 11.2 (except
for the Borrower’s right to consent to assignments to Disqualified  Competitors). The
Administrative Agent’s refusal to accept a Sale to a holder of obligations  under the Second
Lien Credit Agreement or any Subordinated Debt or an Affiliate of such a holder  (including
any such holder that is a Lender), or to a Person that would be (or could  reasonably be
expected to become) a Non-Funding Lender or an Impacted Lender, or the  imposition of
conditions or limitations (including limitations on voting) upon Sales to such  Persons,
shall not be deemed to be unreasonable. Notwithstanding anything to the  contrary contained
herein, GE Capital shall have the absolute right, without obligation to obtain  any consent
of the Loan Parties or any Lender, to sell or assign to third parties such  portion of GE
Capital’s Commitments and Loans as GE Capital deems necessary to enable GE  Capital and its
Affiliates to ensure that they have no attributable stake in the Borrower for  purposes of
the regulations of the FCC, or any successor agency thereto, or to otherwise  comply with FCC
regulations.




(c) Procedure. The parties to each Sale made in  reliance on clause (b)
above (other than those described in clause (e) or (f) below)  shall
execute and deliver to the Administrative Agent an Assignment via an electronic  settlement
system designated by the Administrative Agent (or if previously agreed with the
Administrative Agent, via a manual execution and delivery of the assignment)  evidencing such
Sale, together with any existing Note subject to such Sale (or any affidavit of  loss
therefor (including customary indemnity provisions provided therein) acceptable  to the
Administrative Agent), any tax forms required to be delivered pursuant to  Section
2.17(f) and, unless waived by the Administrative Agent, payment of an  assignment fee in
the amount of $3,500, provided that (1) if a Sale by a Lender is made to  an Affiliate or an
Approved Fund of such assigning Lender, then no assignment fee shall be due in  connection
with such Sale, and (2) if a Sale by a Lender is made to an assignee that  is not an
Affiliate or Approved Fund of such assignor Lender, and concurrently to one or  more
Affiliates or Approved Funds of such assignee, then only one assignment fee of  $3,500 shall
be due in connection with such Sale. Upon receipt of all the foregoing, and  conditioned upon
such receipt and, if such assignment is made in accordance with Section
11.2(b)(iii), upon the Administrative Agent (and the Borrower, if  applicable) consenting
to such Assignment, from and after the effective date specified in such  Assignment, the
Administrative Agent shall record or cause to be recorded in the Register the  information
contained in such Assignment.




(d) Effectiveness. Subject to the recording of an  Assignment by the
Administrative Agent in the Register pursuant to Section 2.14(b),  (i) the assignee
thereunder shall become a party hereto and, to the extent that rights and  obligations under
the Loan Documents have been assigned to such assignee pursuant to such  Assignment, shall
have the rights and obligations of a Lender, (ii) any applicable Note  shall be transferred
to such assignee through such entry and (iii) the assignor thereunder  shall, to the extent
that rights and obligations under this Agreement have been assigned by it  pursuant to such
Assignment, relinquish its rights (except for those surviving the termination  of the
Commitments and the payment in full of the Obligations) and be released from  its obligations
under the Loan Documents, other than those relating to events or circumstances  occurring
prior to such assignment (and, in the case of an Assignment covering all or the  remaining
portion of an assigning Lender’s rights and obligations under the Loan  Documents, such
Lender shall cease to be a party hereto except that each Lender agrees to  remain bound by
Article 10, Section 11.8 (Right of Setoff) and  Section 11.9
(Sharing of Payments) to the extent provided in  Section 10.11
(Additional Beneficiaries of Collateral)).


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(e) Grant of Security Interests. In addition to the  other rights provided in
this Section 11.2, each Lender may grant a security interest in, or  otherwise assign
as collateral, any of its rights under this Agreement, whether now owned or  hereafter
acquired (including rights to payments of principal or interest on the Loans),  to (A) any
federal reserve bank (pursuant to Regulation A of the Federal Reserve  Board) or a central
bank or other regulator, without notice to the Administrative Agent or  (B) any holder of, or
trustee for the benefit of the holders of, such Lender’s Securities by  notice to the
Administrative Agent; provided, however, that no such holder or  trustee,
whether because of such grant or assignment or any foreclosure thereon (unless  such
foreclosure is made through an assignment in accordance with clause (b)  above),
shall be entitled to any rights of such Lender hereunder and no such Lender  shall be
relieved of any of its obligations hereunder.




(f) Participants and SPVs. In addition to the other  rights provided in this
Section 11.2, each Lender may, (x) with notice to the  Administrative Agent, grant to
an SPV the option to make all or any part of any Loan that such Lender would  otherwise be
required to make hereunder (and the exercise of such option by such SPV and the  making of
Loans pursuant thereto shall satisfy the obligation of such Lender to make such  Loans
hereunder) and such SPV may assign to such Lender the right to receive payment  with respect
to any Obligation and (y) without notice to or consent from the  Administrative Agent or the
Borrower (except that the written consent of the Borrower shall always be  required for
participations to Disqualified Competitors), sell participations to one or more  Persons in
or to all or a portion of its rights and obligations under the Loan Documents  (including all
its rights and obligations with respect to the Term Loans, Revolving Loans and  Letters of
Credit); provided, however, that, whether as a result of any term  of any
Loan Document or of such grant or participation, (i) no such SPV or  participant shall have a
commitment, or be deemed to have made an offer to commit, to make Loans  hereunder, and,
except as provided in the applicable option agreement, none shall be liable for  any
obligation of such Lender hereunder, (ii) such Lender’s rights and  obligations, and the
rights and obligations of the Loan Parties and the Secured Parties towards such  Lender,
under any Loan Document shall remain unchanged and each other party hereto  shall continue to
deal solely with such Lender, which shall remain the holder of the Obligations  in the
Register, except that (A) each such participant and SPV shall be entitled  to the benefit of
Sections 2.16 (Breakage Costs; Increased Costs; Capital  Requirements) and
2.17 (Taxes), but only to the extent such participant or SPV  delivers the
tax forms such Lender is required to collect pursuant to  Section 2.17(f) and then
only to the extent of any amount to which such Lender would be entitled in the  absence of
any such grant or participation and (B) each such SPV may receive other  payments that would
otherwise be made to such Lender with respect to Loans funded by such SPV to  the extent
provided in the applicable option agreement and set forth in a notice provided  to the
Administrative Agent by such SPV and such Lender, provided,  however, that in
no case (including pursuant to clause (A) or (B) above) shall an  SPV or
participant have the right to enforce any of the terms of any Loan Document,  and (iii) the
consent of such SPV or participant shall not be required (either directly, as a  restraint on
such Lender’s ability to consent hereunder or otherwise) for any  amendments, waivers or
consents with respect to any Loan Document or to exercise or refrain from  exercising any
powers or rights such Lender may have under or in respect of the Loan Documents  (including
the right to enforce or direct enforcement of the Obligations), except for  those described
in clauses (iii) and (iv) of Section 11.1(a) with  respect to
amounts, or dates fixed for payment of amounts, to which such participant or  SPV would
otherwise be entitled and, in the case of participants, except for those  described in
Section 11.1(a)(v) (or amendments, consents and waivers with  respect to Section
10.10 to release all or substantially all of the Collateral). No party  hereto shall
institute (and the Borrower shall cause each other Loan Party not to institute)  against any
SPV grantee of an option pursuant to this clause (f) any bankruptcy,  reorganization,
insolvency, liquidation or similar proceeding, prior to the date that is one  year and one
day after the payment in full of all outstanding commercial paper of such SPV;  provided,
however, that each Lender having designated an SPV as such agrees to indemnify  each
Indemnitee against any Liability that may be incurred by, or asserted against,  such
Indemnitee as a result of failing to institute such proceeding (including a  failure to get
reimbursed by such SPV for any such Liability). The agreement in the preceding  sentence
shall survive the termination of the Commitments and the payment in full of the  Obligations.


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(g) Assignments to Affiliated Lenders.  (i) Notwithstanding anything else to the
contrary contained in this Agreement, any Lender may assign all or a portion of  its Term
Loans to any Affiliated Lender in accordance with Section 11.2(b),  Section
11.23 and this Section 11.2(g); provided that:




(A) the assigning Lender and Affiliated Lender  purchasing such Lender’s
Term Loans, as applicable, shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of  Exhibit L
hereto (an “Affiliated Lender Assignment”) in lieu of an  Assignment;




(B) for the avoidance of doubt (but without  limitation of the
provisions of Section 2.19 permitting Non-Debt Fund Affiliates to
provide additional Revolving Credit Commitments in accordance therewith),
Lenders shall not be permitted to assign Revolving Credit Commitments or
Revolving Loans to any Non-Debt Fund Affiliate or Purchasing Borrower Party;




(C) any Term Loans assigned to any Purchasing  Borrower Party shall be
automatically and permanently cancelled upon the effectiveness of such
assignment and will thereafter no longer be outstanding for any purpose
hereunder;




(D) no Purchasing Borrower Party may use the  proceeds from Revolving
Credit Loans or Swing Loans to purchase any Term Loans and (ii) Term Loans
may only be purchased by a Purchaser Borrowing Party if, after giving effect
to any such purchase, there shall be no Revolving Credit Outstandings other
than undrawn amounts of Letters of Credit;




(E) no Loans may be assigned to an Affiliated Lender  pursuant to this
Section 11.2(g) if, immediately after giving effect to such
assignment, Affiliated Lenders shall collectively constitute more than three
(3) Lenders;




(F) no Loans may be assigned to a Non-Debt Fund  Affiliate or Purchasing
Borrower Party pursuant to this Section 11.2(g) if, immediately
after giving effect to such assignment (and any automatic cancellation of
any Loans purchased in such assignment), the Affiliated Lender Condition
shall not be satisfied; and




(G) Loans held by Affiliated Lenders shall be  subject to Section
11.23.


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Section 11.3 Costs and Expenses. Any action taken by any Loan  Party under or with
respect to any Loan Document, even if required under any Loan Document or at  the request of any
Secured Party, shall be at the expense of such Loan Party, and no Secured Party  shall be required
under any Loan Document to reimburse any Loan Party or Group Member therefor  except as expressly
provided therein. In addition, the Borrower agrees to pay or reimburse upon  demand (a) the
Administrative Agent for all reasonable and documented out-of-pocket costs and  expenses incurred by
it or any of its Related Persons in connection with the investigation,  development, preparation,
negotiation, syndication, execution, interpretation or administration of, any  modification of any
term of or termination of, any Loan Document, any commitment letter therefor,  any other document
prepared in connection therewith or the consummation and administration of any  transaction
contemplated therein (including periodic audits in accordance with  Sections 7.7 and
7.8), in each case including the reasonable and documented fees, charges  and disbursements
of one primary legal counsel, one local counsel in each relevant jurisdiction  and one specialty
counsel for each relevant specialty (including, without limitation, FCC) to the  Administrative
Agent or such Related Persons, reasonable and documented out-of-pocket fees,  costs and expenses
incurred in connection with Intralinks® or any other E-System and allocated to the
Facilities by the Administrative Agent in its sole discretion and reasonable  and documented fees,
charges and disbursements of the auditors, appraisers, printers and other of  their Related Persons
retained by or on behalf of any of them or any of their Related Persons,  (b) subject to Section
7.7, the Administrative Agent for all reasonable and documented costs and  expenses incurred by
it or any of its Related Persons in connection with internal audit reviews,  field examinations and
Collateral examinations (which shall be reimbursed, in addition to the  reasonable and documented
out-of-pocket costs and expenses of such examiners, at the per diem rate per  individual charged by
the Administrative Agent for its examiners) and (c) each of the  Administrative Agent, its Related
Persons, and each Lender and L/C Issuer for all reasonable and documented  out-of-pocket costs and
expenses incurred in connection with (i) any refinancing or restructuring  of the credit
arrangements provided hereunder in the nature of a “work-out”,  (ii) the enforcement or preservation
of any right or remedy under any Loan Document, any Obligation, with respect to  the Collateral or
any other related right or remedy or (iii) the commencement, defense,  conduct of, intervention in,
or the taking of any other action (including preparation for and/or response to  any subpoena or
request for document production relating thereto) with respect to, any  proceeding (including any
bankruptcy or insolvency proceeding) related to any Group Member, Loan  Document, Obligation or
Related Transaction, including reasonable and documented fees and disbursements  of (A) one primary
legal counsel, one local counsel in each relevant jurisdiction and one  specialty counsel for each
relevant specialty (including, without limitation, FCC) to the Administrative  Agent, (B) one
primary legal counsel, one local counsel in each relevant jurisdiction and one  specialty counsel
for each relevant specialty (including, without limitation, FCC) and one or  more additional counsel
if one or more conflicts of interest arise to all of the Lenders and  (C) one financial advisor
engaged by the Administrative Agent (or legal counsel for the Administrative  Agent) for itself and
the Lenders.



Section 11.4 Indemnities. (a) The Borrower agrees to  indemnify, hold harmless and defend
the Administrative Agent, each Lender, each L/C Issuer, each Secured Hedging  Counterparty, each
Secured Banking Services Provider, each Person that each L/C Issuer causes to  Issue Letters of
Credit hereunder and each of their respective Related Persons (each such Person  being an
“Indemnitee”) from and against all Liabilities (including  brokerage commissions, fees and
other compensation) that may be imposed on, incurred by or asserted against any  such Indemnitee in
any matter relating to or arising out of, in connection with or as a result of  (i) any Loan
Document, any Related Document, any Disclosure Document, any Obligation (or the  repayment thereof),
any Letter of Credit, the use or intended use of the proceeds of any Loan or  the use of any Letter
of Credit, any Related Transaction, or any securities filing of, or with  respect to, any Group
Member, (ii) any commitment letter or term sheet with any Person or any  Contractual Obligation,
arrangement or understanding with any broker, finder or consultant, in each  case entered into by or
on behalf of any Group Member or any Affiliate of any of them in connection  with any of the
foregoing and any Contractual Obligation entered into in connection with


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any
E-Systems or other
Electronic Transmissions, (iii) any actual or prospective investigation,  litigation or other
proceeding, whether or not brought by any such Indemnitee or any of its Related  Persons, any
holders of Securities or creditors (and including reasonable and documented  attorneys’ fees in any
case for one primary counsel for all Indemnified Persons, one local counsel in  each relevant
jurisdiction, one specialty counsel for each relevant specialty (including,  without limitation,
FCC) and one or more additional counsel if one or more conflicts of interest  arise), whether or not
any such Indemnitee, Related Person, holder or creditor is a party thereto, and  whether or not
based on any securities or commercial law or regulation or any other  Requirement of Law or theory
thereof, including common law, equity, contract, tort or otherwise, or  (iv) any other act, event or
transaction related, contemplated in or attendant to any of the foregoing  (collectively, the
“Indemnified Matters”); provided, however, that  the Borrower shall not have
any liability under this Section 11.4 to any Indemnitee with  respect to any Indemnified
Matter, and no Indemnitee shall have any liability with respect to any  Indemnified Matter other
than (to the extent otherwise liable), to the extent such liability has  resulted primarily and
directly from (A) the gross negligence or willful misconduct of such  Indemnitee, as determined by a
court of competent jurisdiction in a final non-appealable judgment or order,  (B) a material breach
of any such Indemnitee’s obligations under the Loan Documents, as  determined by a court of
competent jurisdiction in a final non-appealable judgment or order or  (C) any dispute among
Indemnitees other than (x) any claims against the Administrative Agent in  its capacity or in
fulfilling its role as an administrative agent or any similar role under the  Loan Documents and (y)
any claims arising out of any act or omission on the part of the Loan Parties  or their Affiliates.
Furthermore, the Borrower waives and agrees not to assert against any  Indemnitee, and shall cause
each other Loan Party to waive and not assert against any Indemnitee, any right  of contribution
with respect to any Liabilities that may be imposed on, incurred by or asserted  against any Related
Person. This Section 11.4(a) shall not apply with respect to Taxes  other than any Taxes
that represent Liabilities arising from any non-Tax claim.




(b) Without limiting the foregoing, “Indemnified  Matters” includes all
Environmental Liabilities imposed on, incurred by or asserted against any  Indemnitee,
including those arising from, or otherwise involving, any property of any  Related Person or
any actual, alleged or prospective damage to property or natural resources or  harm or injury
alleged to have resulted from any Release of Hazardous Materials on, upon or  into such
property or natural resource or any property on or contiguous to any real  property of any
Related Person, whether or not, with respect to any such Environmental  Liabilities, any
Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in  possession, the
successor-in-interest to any Related Person or the owner, lessee or operator of  any property
of any Related Person through any foreclosure action, in each case except to  the extent such
Environmental Liabilities (i) resulted from the gross negligence or  willful misconduct of
any Indemnitee or (ii) (A) are incurred solely following foreclosure by  any Secured Party or
following any Secured Party having become the successor-in-interest to any Loan  Party and
(B) are attributable to acts of such Indemnitee.



Section 11.5 Survival. Any indemnification or other protection  provided to any
Indemnitee pursuant to any Loan Document (including pursuant to  Section 2.17
(Taxes), Section 2.16 (Breakage Costs; Increased Costs;  Capital
Requirements), Article 10 (The Administrative Agent),  Section 11.3
(Costs and Expenses), Section 11.4 (Indemnities) or  this Section
11.5) shall (A) survive the termination of the Commitments and the  payment in full of other
Obligations and (B) inure to the benefit of any Person that at any time  held a right thereunder (as
an Indemnitee or otherwise) and, thereafter, its successors and permitted  assigns.



Section 11.6 Limitation of Liability for Certain Damages. In no  event shall any
Indemnitee or any other party hereto be liable on any theory of liability for  any special,
indirect, consequential or punitive damages (including any loss of profits,  business or anticipated
savings). Each party hereto hereby waives, releases and agrees (and shall cause  each of its
Affiliates to waive, release and agree) not to sue upon any such claim for any  special, indirect,
consequential or punitive damages, whether or not accrued and whether or not  known or suspected to
exist in its favor; provided, however, that each Indemnitee shall  be indemnified,
held harmless and defended by the Borrower from and against any such claim for  special, indirect,
consequential or punitive damages that may be imposed on, incurred by or  asserted against any such
Indemnitee in any matter relating to or arising out of, in connection with or  as a result of
Indemnified Matters (subject to the limitations related thereto in  Section 11.4).


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Section 11.7 Lender-Creditor Relationship. The relationship  between the Lenders, the
L/C Issuers and the Administrative Agent, on the one hand, and the Loan  Parties, on the other hand,
is solely that of lender and creditor. No Secured Party has any fiduciary  relationship or duty to
any Loan Party arising out of or in connection with, and there is no agency,  tenancy or joint
venture relationship between the Secured Parties and the Loan Parties by virtue  of, any Loan
Document or any transaction contemplated therein.



Section 11.8 Right of Setoff. Each of the Administrative Agent,  each Lender, each L/C
Issuer and each Affiliate (including each branch office thereof) of any of them  is hereby
authorized, without notice or demand (each of which is hereby waived by the  Borrower), at any time
and from time to time during the continuance of any Event of Default and to the  fullest extent
permitted by applicable Requirements of Law, to set off and apply any and all  deposits (whether
general or special, time or demand, provisional or final) at any time held and  other Indebtedness,
claims or other obligations at any time owing by the Administrative Agent, such  Lender, such L/C
Issuer or any of their respective Affiliates to or for the credit or the  account of the Borrower
against any Obligation of any Loan Party now or hereafter existing, whether or  not any demand was
made under any Loan Document with respect to such Obligation and even though  such Obligation may be
unmatured. Each of the Administrative Agent, each Lender and each L/C Issuer  agrees promptly to
notify the Borrower and the Administrative Agent in writing after any such  setoff and application
made by such Lender or its Affiliates; provided, however, that  the failure to give
such written notice shall not affect the validity of such setoff and  application. The rights under
this Section 11.8 are in addition to any other rights and remedies  (including other rights
of setoff) that the Administrative Agent, the Lenders and the L/C Issuers and  their Affiliates and
other Secured Parties may have.



Section 11.9 Sharing of Payments, Etc. If any Lender, directly  or through an Affiliate
or branch office thereof, obtains any payment of any Obligation of any Loan  Party (whether
voluntary, involuntary or through the exercise of any right of setoff or the  receipt of any
Collateral or “proceeds” (as defined under the applicable UCC)  of Collateral) other than
pursuant to Sections 2.16 (Breakage Costs; Increased Costs;  Capital Requirements),
2.17 (Taxes), 2.18 (Substitution of Lenders),  2.19
(Incremental Term Loans and Commitments), 2.20 (Extension of  Loans and
Commitments), 2.21 (Loan Repurchases), 2.22 (Refinancing  Amendment) and
11.2 (Assignments and Participations; Binding Effect) and other  than in connection
with any retirement of Term Loans held by a Purchasing Borrower Party and such  payment exceeds the
amount such Lender would have been entitled to receive if all payments had gone  to, and been
distributed by, the Administrative Agent in accordance with the provisions of  the Loan Documents,
such Lender shall purchase for cash from other Secured Parties such  participations in their
Obligations as necessary for such Lender to share such excess payment with such  Secured Parties to
ensure such payment is applied as though it had been received by the  Administrative Agent and
applied in accordance with this Agreement (or, if such application would then  be at the discretion
of the Borrower, applied to repay the Obligations in accordance herewith);  provided,
however, that (a) if such payment is rescinded or otherwise  recovered from such Lender or
L/C Issuer in whole or in part, such purchase shall be rescinded and the  purchase price therefor
shall be returned to such Lender or L/C Issuer without interest and  (b) such Lender shall, to the
fullest extent permitted by applicable Requirements of Law, be able to exercise  all its rights of
payment (including the right of setoff) with respect to such participation as  fully as if such
Lender were the direct creditor of the Borrower in the amount of such  participation. If a
Non-Funding Lender receives any such payment as described in the previous  sentence, such Lender
shall turn over such payments to the Administrative Agent in an amount that  would satisfy the cash
collateral requirements set forth in Section 2.2(c).


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Section 11.10 Marshaling; Payments Set Aside. No Secured Party  shall be under any
obligation to marshal any property in favor of any Loan Party or any other  party or against or in
payment of any Obligation. To the extent that any Secured Party receives a  payment from the
Borrower, from the proceeds of the Collateral, from the exercise of its rights  of setoff, any
enforcement action or otherwise, and such payment is subsequently, in whole or  in part,
invalidated, declared to be fraudulent or preferential, set aside or required  to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the  obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies  therefor, shall be
revived and continued in full force and effect as if such payment had not  occurred.



Section 11.11 Notices. (a) Addresses. All notices,  demands, requests,
directions and other communications required or expressly authorized to be made  by this Agreement
shall, whether or not specified to be in writing but unless otherwise expressly  specified to be
given by any other means, be given in writing and (i) addressed to  (A) if to the Borrower, to 220
West 42nd St., New  York, NY 10036, Attention: Hiram Lazar, Tel: (212) 419-2890, Fax:
(646) 285-0174, with copy to Kirkland & Ellis LLP, 333 S. Hope  Street, Los Angeles, California
90071, Attention: David Nemecek, Tel: (213) 680-8111, Fax: Fax:  (213) 808-8107, (B) if to the
Administrative Agent or the Swingline Lender, to General Electric Capital  Corporation, 11175 Cicero
Drive, Suite 600, Attention: Westwood One, Inc. Account Manager, Tel:  (678) 624-7900, Fax: (678)
624-7903, with copy to Sidley Austin LLP, One S. Dearborn, Chicago, Illinois,  60603, Attention:
Michael Gold, Tel: (312) 853-7148, Fax: (312) 853-7036 and  (C) otherwise to the party to be
notified at its address specified opposite its name in its administrative  questionnaire furnished
to the Administrative Agent, on the signature page of any applicable  Assignment, or at such other
address or facsimile number as may be designated by such party in a notice to  the other parties,
(ii) posted to Intralinks® (to the extent such system is available and set up  by or at
the direction of the Administrative Agent prior to posting) in an appropriate  location by uploading
such notice, demand, request, direction or other communication to  www.intralinks.com, faxing it to
866-545-6600 with an appropriate bar-coded fax coversheet or using such other  means of posting to
Intralinks® as may be  available and reasonably acceptable to the Administrative Agent
prior to such posting, (iii) posted to any other E-System set up by or at  the direction of the
Administrative Agent in an appropriate location or (iv) addressed to such  other address as shall be
notified in writing (A) in the case of the Borrower, the Administrative  Agent and the Swingline
Lender, to the other parties hereto and (B) in the case of all other  parties, to the Borrower and
the Administrative Agent. Subject to clause (c) below, transmission by  electronic mail
(including E-Fax, even if transmitted to the fax numbers set forth in clause  (i) above)
shall not be sufficient or effective to transmit any such notice under this  clause (a)
unless such transmission is an available means to post to any E-System.




(b) Effectiveness. Subject to clause (c) below,  all communications
described in clause (a) above and all other notices, demands, requests  and other
communications made in connection with this Agreement shall be effective and be  deemed to
have been received (i) if delivered by hand, upon personal delivery,  (ii) if delivered by
overnight courier service, one Business Day after delivery to such courier  service, (iii) if
delivered by mail, when deposited in the mails, (iv) if delivered by  facsimile (other than
to post to an E-System pursuant to clause (a)(ii) or (a)(iii)  above), upon
sender’s receipt of confirmation of proper transmission, and (v) if  delivered by posting to
any E-System, on the later of the date of such posting in an appropriate  location and the
date access to such posting is given to the recipient thereof in accordance  with the
standard procedures applicable to such E-System; provided,  however, that no
communications to the Administrative Agent pursuant to Article 2 or  Article
10 shall be effective until received by the Administrative Agent.


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(c) Electronic Delivery. Notwithstanding anything  herein to the contrary,
documents required to be delivered (i) pursuant to Article 6  may be delivered
electronically and if so delivered, shall be deemed to have been delivered on  the date that
is the earlier of the date (A) on which the Borrower sends such documents  by electronic mail
or by other electronic methods of transmission to the Administrative Agent or  (B) on which
such documents are posted by the Borrower or on the Borrower’s behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each  Lender and the
Administrative Agent have access (whether a commercial, third-party website or  whether
sponsored by the Administrative Agent) and (ii) pursuant to  Section 11.2 may be
delivered electronically and if so delivered, shall be deemed to have been  delivered on the
date that is the earlier of the date on which the delivering party sends such  documents by
electronic mail or by other electronic methods of transmission to the  Administrative Agent
or other recipient party. Each Lender shall be solely responsible for timely  accessing
posted documents or requesting delivery of paper copies of such documents from  the
Administrative Agent and maintaining its copies of such documents.



Section 11.12 Electronic Transmissions. (a)  Authorization. Subject to the
provisions of Section 11.11(a) and (c), each of the  Administrative Agent, the
Borrower, the Lenders, the L/C Issuers and each of their Related Persons is  authorized (but not
required) to transmit, post or otherwise make or communicate, in its sole  discretion, Electronic
Transmissions in connection with any Loan Document and the transactions  contemplated therein. The
Borrower and each Secured Party hereby acknowledges and agrees, and the  Borrower shall cause each
other Group Member to acknowledge and agree, that the use of Electronic  Transmissions is not
necessarily secure and that there are risks associated with such use, including  risks of
interception, disclosure and abuse and each indicates it assumes and accepts  such risks by hereby
authorizing the transmission of Electronic Transmissions. The posting,  completion and/or submission
by any Loan Party of any communication pursuant to an E-System shall constitute  a representation
and warranty by the Loan Parties that any representation, warranty,  certification or other similar
statement required by the Loan Documents to be provided, given or made by a  Loan Party in
connection with any such communication is true, correct and complete in all  material respects
except as expressly noted in such communication or E-System.




(b) Signatures. Subject to the provisions of  Section 11.11(a) and
(c), (i)(A)no posting to any E-System shall be denied legal effect  merely because it
is made electronically, (B) each E Signature on any such posting shall be  deemed sufficient
to satisfy any requirement for a “signature” and (C) each such  posting shall be deemed
sufficient to satisfy any requirement for a “writing”, in each case  including pursuant to
any Loan Document, any applicable provision of any UCC, the federal Uniform  Electronic
Transactions Act, the Electronic Signatures in Global and National Commerce Act  and any
substantive or procedural Requirement of Law governing such subject matter,  (ii) each such
posting that is not readily capable of bearing either a signature or a  reproduction of a
signature may be signed, and shall be deemed signed, by attaching to, or  logically
associating with such posting, an E-Signature, upon which each Secured Party  and Loan Party
may rely and assume the authenticity thereof, (iii) each such posting  containing a
signature, a reproduction of a signature or an E-Signature shall, for all  intents and
purposes, have the same effect and weight as a signed paper original and  (iv) each party
hereto or beneficiary hereto agrees not to contest the validity or  enforceability of any
posting on any E-System or E-Signature on any such posting under the provisions  of any
applicable Requirement of Law requiring certain documents to be in writing or  signed;
provided, however, that nothing herein shall limit such  party’s or
beneficiary’s right to contest whether any posting to any E-System or  E-Signature has been
altered after transmission.


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(c) Separate Agreements. All uses of an E-System shall  be governed by and
subject to, in addition to Section 11.11 and this  Section 11.12, separate
terms and conditions posted or referenced in such E-System and related  Contractual
Obligations executed by Secured Parties and Group Members in connection with  the use of such
E-System.




(d) Limitation of Liability. All E-Systems and  Electronic Transmissions shall
be provided “as is” and “as available”. None of  Administrative Agent or any of its Related
Persons warrants the accuracy, adequacy or completeness of any E-Systems or  Electronic
Transmission, and each disclaims all liability for errors or omissions therein.  No Warranty
of any kind is made by the Administrative Agent or any of its Related Persons  in connection
with any E Systems or Electronic Communication, including any warranty of  merchantability,
fitness for a particular purpose, non-infringement of third-party rights or  freedom from
viruses or other code defects. The Borrower and each Secured Party agrees (and  the Borrower
shall cause each other Loan Party to agree) that the Administrative Agent has  no
responsibility for maintaining or providing any equipment, software, services  or any testing
required in connection with any Electronic Transmission or otherwise required  for any
E-System.



Section 11.13 Governing Law. This Agreement, each other Loan  Document that does not
expressly set forth its applicable law, and the rights and obligations of the  parties hereto and
thereto shall be governed by, and construed and interpreted in accordance with,  the law of the
State of New York without regard to conflict of law principles that would  result in the application
of any law other than the State of New York.



Section 11.14 Jurisdiction. (a) Submission to  Jurisdiction. Any legal action
or proceeding with respect to any Loan Document shall be brought exclusively in  the courts of the
State of New York located in the City of New York, Borough of Manhattan, or of  the United States of
America for the Southern District of New York and, by execution and delivery of  this Agreement,
each of the parties hereto hereby accepts for itself and in respect of its  property, generally and
unconditionally, the jurisdiction of the aforesaid courts; provided that  nothing in this Agreement
shall limit the right of Agent to commence any proceeding in the federal or  state courts of any
other jurisdiction to the extent Agent determines that such action is necessary  or appropriate to
exercise its rights or remedies under the Loan Documents. The parties hereto  (and, to the extent
set forth in any other Loan Document, each other Loan Party) hereby irrevocably  waive any
objection, including any objection to the laying of venue or based on the  grounds of forum
non-conveniens, that any of them may now or hereafter have to the bringing  of any such action or
proceeding in such jurisdictions.




(b) Service of Process. Each party hereto (and, to the  extent set forth in any
other Loan Document, each other party thereto) hereby irrevocably waives  personal service of
any and all legal process, summons, notices and other documents and other  service of process
of any kind and consents to such service in any suit, action or proceeding  brought in the
United States of America with respect to or otherwise arising out of or in  connection with
any Loan Document by any means permitted by applicable Requirements of Law,  including by the
mailing thereof (by registered or certified mail, postage prepaid) to the  address of each
party specified in Section 11.11 (and shall be effective when such  mailing shall be
effective, as provided therein). Each party hereto (and, to the extent set  forth in any
other Loan Document, each other party thereto) agrees that a final judgment in  any such
action or proceeding shall be conclusive and may be enforced in other  jurisdictions by suit
on the judgment or in any other manner provided by law.




(c) Non-Exclusive Jurisdiction. Nothing contained in  this Section 11.14
shall affect the right of the Administrative Agent or any Lender to serve  process in any
other manner permitted by applicable Requirements of Law or commence legal  proceedings or
otherwise proceed against any Loan Party in any other jurisdiction.


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Section 11.15 Waiver of Jury Trial. Each party hereto hereby  irrevocably waives trial
by jury in any suit, action or proceeding with respect to, or directly or  indirectly arising out
of, under or in connection with, any Loan Document or the transactions  contemplated therein or
related thereto (whether founded in contract, tort or any other theory). Each  party hereto (A)
certifies that no other party and no Related Person of any other party has  represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek  to enforce the
foregoing waiver and (B) acknowledges that it and the other parties hereto  have been induced to
enter into the Loan Documents, as applicable, by the mutual waivers and  certifications in this
Section 11.15.



Section 11.16 Severability. Any provision of any Loan Document  being held illegal,
invalid or unenforceable in any jurisdiction shall not affect any part of such  provision not held
illegal, invalid or unenforceable, any other provision of any Loan Document or  any part of such
provision in any other jurisdiction.



Section 11.17 Execution in Counterparts. This Agreement may be  executed in any number
of counterparts and by different parties in separate counterparts, each of  which when so executed
shall be deemed to be an original and all of which taken together shall  constitute one and the same
agreement. Signature pages may be detached from multiple separate counterparts  and attached to a
single counterpart. Delivery of an executed signature page of this Agreement by  facsimile
transmission or Electronic Transmission shall be as effective as delivery of a  manually executed
counterpart hereof.



Section 11.18 Entire Agreement. The Loan Documents embody the  entire agreement of the
parties and supersede all prior agreements and understandings relating to the  subject matter
thereof and any prior letter of interest, commitment letter, fee letter,  confidentiality and
similar agreements involving any Loan Party and any of the Administrative  Agent, any Lender or any
L/C Issuer or any of their respective Affiliates relating to a financing of  substantially similar
form, purpose or effect; provided, however, that those provisions  of the Commitment
Letter and Fee Letter that are expressly stated as surviving the execution and  delivery of the Loan
Documents pursuant to provisions of the Commitment Letter set forth under this  heading “Survival”
and the corresponding provisions of the Fee Letter, shall survive the execution  and delivery of the
Loan Documents. In the event of any conflict between the terms of this  Agreement and any other Loan
Document, the terms of this Agreement shall govern (unless such terms of such  other Loan Documents
are necessary to comply with applicable Requirements of Law, in which case such  terms shall govern
to the extent necessary to comply therewith).



Section 11.19 Use of Name. (a) The Borrower agrees, and  shall cause each other Loan
Party to agree, that it shall not, and none of its Affiliates shall, issue any  press release or
other public disclosure (other than any document filed with any Governmental  Authority relating to
a public offering of the Securities of any Loan Party) using the name, logo or  otherwise referring
to GE Capital, ING or any other Lender or of any of their respective  Affiliates, the Loan Documents
or any transaction contemplated therein to which the Secured Parties are party  without at least two
(2) Business Days’ prior notice to such Person and without the prior  consent of such Person except
to the extent required to do so under applicable Requirements of Law and then,  only after
consulting with such Person prior thereto.




(b) Subject to the immediately succeeding sentence, the  Borrower consents to the
publication by the Administrative Agent or any Lender of any press release,  tombstone,
advertising or other promotional materials (including, without limitation, via  any
Electronic Transmission) relating to the financing transactions contemplated by  this
Agreement using such Group Member’s name, product photographs, logo or  trademark. The
Administrative Agent or such Lender shall provide a draft of any such press  release,
advertising or other promotional material to Borrower for review and comment  prior to the
publication thereof.


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 



129









 





Section 11.20 Non-Public Information; Confidentiality.  (a) Each Lender and L/C Issuer
acknowledges and agrees that it may receive material non-public information  hereunder concerning
the Loan Parties and their Affiliates and Securities. The Lenders are aware of  the restrictions
imposed by the United States securities laws on the purchase or sale of  securities by any person
who has received material, non-public information from the issuer of such  securities and on the
communication of such information to any other person when it is reasonably  foreseeable that such
other person is likely to purchase or sell such securities in reliance upon  such information.




(b) Each Lender, L/C Issuer and the Administrative Agent  agrees to use all reasonable
efforts to maintain, in accordance with its customary practices, the  confidentiality of
information obtained by it pursuant to any Loan Document and designated in  writing by any
Loan Party as confidential, except that such information may be disclosed  (i) with the
Borrower’s written consent, (ii) to Related Persons of such Lender,  L/C Issuer or the
Administrative Agent, as the case may be, or to any Person that any L/C Issuer  causes to
Issue Letters of Credit hereunder, that are advised of the confidential nature  of such
information and are instructed to keep such information confidential in  accordance with the
terms hereof, (iii) to the extent such information presently is or  hereafter becomes (A)
publicly available other than as a result of a breach of this  Section 11.20 or (B)
available to such Lender, L/C Issuer or the Administrative Agent or any of  their Related
Persons, as the case may be, from a source (other than any Loan Party or any of  its
Affiliates) not known to them to be subject to disclosure restrictions,  (iv) to the extent
disclosure is required by applicable Requirements of Law or other legal process  or requested
or demanded by any Governmental Authority, (v) to the extent necessary or  customary for
inclusion in league table measurements or in any tombstone or other advertising  materials
(and the Loan Parties consent to the publication of such tombstone or other  advertising
materials by the Administrative Agent, any Lender, any L/C Issuer or any of  their Related
Persons), (vi) to the National Association of Insurance Commissioners or  any similar
organization, any examiner or any nationally recognized rating agency or  otherwise to the
extent consisting of general portfolio information that does not identify Loan  Parties,
(vii) to current or prospective assignees, SPVs (including the investors  or prospective
investors therein), grantees of any option described in  Section 11.2(f) or
participants, direct or contractual counterparties to any Hedging Agreement  permitted
hereunder and to their respective Related Persons, in each case to the extent  such
assignees, participants, counterparties or Related Persons agree to be bound by  provisions
substantially similar to the provisions of this Section 11.20 (and  such Person may
disclose information to their respective Related Persons in accordance with  clause (ii)
above), (viii) to any other party hereto, and (ix) in connection with  the exercise or
enforcement of any right or remedy under any Loan Document, in connection with  any
litigation or other proceeding to which such Lender, L/C Issuer or the  Administrative Agent
or any of their Related Persons is a party or bound, to the extent necessary to  respond to
public statements or disclosures by Loan Parties or their Related Persons  referring to a
Lender, L/C Issuer or the Administrative Agent or any of their Related Persons.  In the event
of any conflict between the terms of this Section 11.20 and those  of any other
Contractual Obligation entered into with any Loan Party (whether or not a Loan  Document),
the terms of this Section 11.20 shall govern. Any Person required  to maintain the
confidentiality of information as provided in this Section 11.20  shall be considered
to have complied with its obligation to do so if such Person has exercised at  least the same
degree of care to maintain the confidentiality of such Information as such  Person accords
its own confidential information.


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 



130









 





Section 11.21 Actions in Concert. Notwithstanding anything  herein or in the other Loan
Documents to the contrary, each Lender hereby agrees with each other Lender  that no Lender shall
take any action to protect or enforce its rights against any Loan Party arising  out of this
Agreement or any other Loan Document (including exercising any rights of  setoff) without first
obtaining the prior written consent of the Administrative Agent or the Required  Lenders, it being
the intent of the Lenders that any such action to protect or enforce rights  under this Agreement
and the other Loan Documents shall be taken in concert and at the direction or  with the consent of
the Administrative Agent or the Required Lenders.



Section 11.22 Patriot Act Notice. Each Lender subject to the  USA Patriot Act of 2001
(31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant to  Section 326 thereof, it is
required to obtain, verify and record information that identifies the Borrower,  including the name
and address of the Borrower and other information allowing such Lender to  identify the Borrower in
accordance with such act.



Section 11.23 Affiliated Lenders. (a) Notwithstanding  anything to the contrary in this
Agreement, no Affiliated Lender shall have any right to (i) attend  (including by telephone) any
meeting or discussions (or portion thereof) among the Administrative Agent or  any Lender to which
representatives of the Loan Parties are not invited, (ii) receive any  information or material
prepared by the Administrative Agent or any Lender or any communication by or  among the
Administrative Agent and/or one or more Lenders (and their auditors, advisors  and attorneys),
except to the extent such information or materials have been made available to  any Loan Party or
its representatives (and in any case, other than the right to receive notices  of prepayments and
other administrative notices in respect of its Loans required to be delivered  to Lenders pursuant
to Article 2), or (iii) make or bring (or participate in, other than  as a passive participant in or
recipient of its pro rata benefits of) any claim, in its capacity as a Lender,  against the
Administrative Agent or any other Lender with respect to any duties or  obligations or alleged
duties or obligations of such Agent or any other such Lender under the Loan  Documents.




(b) Notwithstanding anything in Section 11.1  or the definition of “Required
Lenders”, “Required Revolving Credit Lenders” or “Required  Term Loan Lenders” to the
contrary, for purposes of determining whether the Required Lenders, the  Required Term Loan
Lenders or the Required Revolving Credit Lenders have (i) consented (or  not consented) to
any amendment, modification, waiver, consent or other action with respect to  any of the
terms of any Loan Document or any departure by any Loan Party therefrom,  (ii) otherwise
acted on any matter related to any Loan Document, or (iii) directed or  required the
Administrative Agent or any Lender to undertake any action (or refrain from  taking any
action) with respect to or under any Loan Document, all Loans held by any  Non-Debt Fund
Affiliate shall be deemed to be not outstanding for all purposes of calculating  whether the
Required Lenders, Required Revolving Lenders or Required Term Loan Lenders have  taken any
actions and no Non-Debt Fund Affiliate shall be entitled to vote hereunder in  connection
with such Loans; provided, however, that the commitments of any Non-Debt Fund  Affiliate
shall not be increased, the due dates for payment of interest and scheduled  amortization
(including at maturity) owned to any Non-Debt Fund Affiliate will not be  extended and the
amounts owing to any such Non-Debt Fund Affiliate will not be reduced without  the written
consent of such Non-Debt Fund Affiliate.




(c) Additionally, the Loan Parties and each Non-Debt Fund  Affiliate hereby agree that
if a case under Title 11 of the United States Code is commenced against any  Loan Party, such
Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to  provide that the
vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect  to any plan
of reorganization of such Loan Party shall not be counted except that such  Non-Debt Fund
Affiliate’s vote (in its capacity as a Lender) may be


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 



131









 





counted
to the  extent any such plan of reorganization  proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a
manner that is less favorable in any material respect to such Non-Debt Fund  Affiliate than
the proposed treatment of similar Obligations held by Lenders that are not  Affiliates of the
Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the  Administrative Agent
(such appointment being coupled with an interest) as such Non-Debt Fund  Affiliate’s
attorney-in-fact, with full authority in the place and stead of such Non-Debt  Fund Affiliate
and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and
participations therein and not in respect of any other claim or status such  Non-Debt Fund
Affiliate may otherwise have), from time to time in the Administrative  Agent’s discretion to
vote such Non-Debt Fund Affiliate’s claims in the same proportion, for or  against, as votes
were cast on each matter by Lenders that are not Affiliated Lenders and take  any action and
to execute any instrument that the Administrative Agent may deem reasonably  necessary to
carry out the provisions of this paragraph.


[Signature  Pages Follow]



CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 



132









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  executed by
their respective officers thereunto duly authorized, as of the date first above  written.



	 	 	 	 	 
	 	

WESTWOOD ONE, INC.,

        AS BORROWER

 	 
	 	By:  	/s/  Spencer Brown
 	 
	 	 	Name:  	Spencer Brown  	 
	 	 	Title:  	Chief Executive Officer 	 
	 	

GENERAL ELECTRIC CAPITAL CORPORATION

        AS ADMINISTRATIVE AGENT, L/C ISSUER, 

        SWINGLINE LENDER AND LENDER

 	 
	 	By:  	/s/  Laura S. DeAngelis
 	 
	 	 	Name:  	Laura S. DeAngelis 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 	

ING CAPITAL LLC,

        AS SYNDICATION AGENT AND LENDER

 	 
	 	By:  	/s/  Stephen M. Nettler
 	 
	 	 	Name:  	Stephen M. Nettler 	 
	 	 	Title:  	Managing Director 	 


CREDIT  AGREEMENT
WESTWOOD ONE, INC.


 













 





	 	 	 	 	 



SCHEDULE  1.1A




Certain EBITDA  Adjustments — Broadcast Cash Flow




	 	 	 	 	 
	Period  Ending	 	Add-Back Amount (000s)*	 
	September 30,  2011
	 	$	23,804	 
	December 31,  2011
	 	$	23,804	 
	March 31,  2012
	 	$	20,494	 
	June 30,  2012
	 	$	15,032	 
	September 30,  2012
	 	$	7,786	 
	December 31,  2012
	 	$	0	 





	 	 	 
	*	 	The add-back  for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio  for
clause (b)(xiii) of Consolidated EBITDA shall be $23,804,000.






SCHEDULE 1.1A-1




 



 









 





SCHEDULE  1.1B




Certain EBITDA  Adjustments — Non-Broadcast Cash Flow




	 	 	 	 	 
	Period  Ending	 	Add-Back Amount (000s)*	 
	September 30,  2011
	 	$	1,744,000	 
	December 31,  2011
	 	$	1,744,000	 
	March 31,  2012
	 	$	1,476,000	 
	June 30,  2012
	 	$	1,073,000	 
	September 30,  2012
	 	$	537,000	 
	December 31,  2012
	 	$	0	 





	 	 	 
	*	 	The add back  for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio  for
clause (b)(xiv) of Consolidated EBITDA shall be $1,744,000.






SCHEDULE 1.1B-1





 



 









 







SCHEDULE  1.1C




Existing Letters  of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Stated Expiry	 	 	 	 
	Beneficiary	 	 	 	 	 	 	 	 	 	Date (with	 	 	 	 
	Name	 	LC No.	 	 	Issue Date	 	 	evergreen)	 	 	Amount	 
	NLC-Lindblade,  LLC
	 	 	NZS652468	 	 	 	12/17/2009	 	 	 	12/17/2010	 	 	$	218,889	 
	Marsh & McLennan
Companies, Inc.
	 	 	NZS651048	 	 	 	11/20/2009	 	 	 	11/30/2010	 	 	$	1,000,000	 






SCHEDULE 1.1C-1




 



 









 







SCHEDULE I




Commitments




	 	 	 	 	 	 	 	 	 
	 	 	REVOLVING CREDIT	 	 	 	 
	LENDER	 	COMMITMENT	 	 	TERM LOAN COMMITMENT	 
	GENERAL ELECTRIC  CAPITAL CORPORATION
	 	$	12,500,000	 	 	$	105,500,000	 
	ING CAPITAL  LLC
	 	$	12,500,000	 	 	$	49,500,000	 
	 
	 	 	 	 	 	 	 	 
	AGGREGATE  COMMITMENTS
	 	$	25,000,000	 	 	$	155,000,000	 






SCHEDULE I-1







 



 













 




SCHEDULE 4.2



Permits, Consents and Notices




None.



 


 









 







SCHEDULE 4.3



Ownership of Group Members




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number
	 	 	 	 	 	 	 	 	and
	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	of
	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	 	 	Shares
	 	 	 	 	 	 	Number of	 	Owned,
	 	 	 	 	Number of	 	Outstanding	 	directly or
	 	 	Jurisdiction of	 	Shares of	 	Shares as of	 	indirectly,
	 	 	Incorporation or	 	Authorized	 	the Closing	 	by
	Name	 	Organization	 	Stock	 	Date	 	Borrower
	





Westwood One, Inc.
	 	





Delaware
	 	5,000,000,000 
Class A 
Common Stock

 35,000,000
 Class B 

Common Stock

 200,000 
Preferred Stock, 
of which 20,000
 is Series A
 Preferred Stock
	 	22,637,975
 Class A
 Common
 Stock 
34,237,638
 Class B
 Common
 Stock

9,691.374 
Series A 
Preferred
 Stock
	 	N/A
	WESTWOOD ONE PROPERTIES, INC.
	 	Delaware
	 	1,000
	 	1,000
	 	100%
	Westwood One Stations — NYC, Inc.
	 	Delaware
	 	1,000
	 	100
	 	100%
	
WESTWOOD ONE RADIO, INC.
	 	

California
	 	10,000
 Common Stock
 100,000 
Preferred Stock
	 	120 common

 0 preferred
	 	100%



 N/A
	Westwood One Radio Networks, Inc.
	 	Delaware
	 	1,000
	 	1,000
	 	100%
	Westwood National Radio Corporation
	 	Delaware
	 	1,000
	 	100
	 	100%
	Verge Media Companies, LLC
	 	Delaware
	 	N/A
	 	N/A
	 	100%
	Verge Media Group Holdings, Inc.
	 	Delaware
	 	1,000
	 	100
	 	100%





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number
	 	 	 	 	 	 	 	 	and
	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	of
	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	 	 	Shares
	 	 	 	 	 	 	Number of	 	Owned,
	 	 	 	 	Number of	 	Outstanding	 	directly or
	 	 	Jurisdiction of	 	Shares of	 	Shares as of	 	indirectly,
	 	 	Incorporation or	 	Authorized	 	the Closing	 	by
	Name	 	Organization	 	Stock	 	Date	 	Borrower
	Verge Media Intermediate Holdings, Inc.
	 	Delaware
	 	1,000
	 	100
	 	100%
	Verge Media, Inc.
	 	Delaware
	 	1,000
	 	100
	 	100%
	Verge Media Solutions, LLC
	 	Delaware
	 	N/A
	 	N/A
	 	100%
	Excelsior Radio Networks, LLC
	 	Delaware
	 	N/A
	 	N/A
	 	100%
	EXBT, LLC
	 	Delaware
	 	N/A
	 	N/A
	 	100%
	Dial Communications Global Media, LLC
	 	Delaware
	 	N/A
	 	N/A
	 	100%
	RDG EXCELSIOR HOLDINGS, LLC
	 	Delaware
	 	N/A
	 	N/A
	 	100%
	Triton Network Group, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%
	ExcelsiorTM, Inc.
	 	Delaware
	 	1,000
	 	1,000
	 	100%
	Triton Media Networks, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%
	Triton Radio Network Ventures, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%
	JPN, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%
	Triton Radio Holdings, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%
	Triton MediaAmerica, Inc.
	 	New York
	 	100
	 	100
	 	100%
	Triton Radio Networks, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%
	American Comedy Network, LLC
	 	Colorado
	 	N/A
	 	N/A
	 	100%





 


 









 





Stock Equivalents of Group Members (other than Borrower), Subsidiaries of Group Members and Joint
Ventures of Any of Them



Stock Equivalents




None.



Subsidiaries and Joint Ventures




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and
	 	 	 	 	 	 	Percentage of
	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	Shares Owned,
	 	 	Jurisdiction of	 	 	 	directly or
	Name of Joint	 	Incorporation or	 	Number of Shares of	 	indirectly, by
	Venture	 	Organization	 	Authorized Stock	 	Borrower
	View 2 Records, LLC
	 	Colorado
	 	N/A
	 	50%
	U.S.A. Biker Nation Radio Programming, LLC
	 	Colorado
	 	N/A
	 	50%
	SRLP, L.P.
	 	Delaware
	 	N/A
	 	~ 15%
	POP Radio LP
	 	Delaware
	 	N/A
	 	   20%





 


 









 





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and
	 	 	 	 	 	 	Percentage of
	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	Shares Owned,
	 	 	Jurisdiction of	 	 	 	directly or
	Name of Joint	 	Incorporation or	 	Number of Shares of	 	indirectly, by
	Venture	 	Organization	 	Authorized Stock	 	Borrower
	Ex-Band Syndications, Inc.
	 	Nevada
	 	25,000,000 
Common Stock 
300,000 
Series A
 Convertible 
Preferred Stock
	 	150,000
 Series A 
Convertible 
Preferred Stock 
(~15% total equity)
	
VoodooVox, Inc.
	 	
Delaware
	 	16,000,000 Common Stock

 11,465,413 Preferred Stock
	 	102,336
 Common Stock
 (less than 5% 
total equity)
	Clancy Productions, LLC
	 	Texas
	 	N/A
	 	25%






 


 









 







Schedule 4.7



Litigation




None.



 


 









 








Schedule 4.8



Taxes


Verge Media Companies, Inc. is currently undergoing an Internal Revenue Service Audit for tax year

2008. Verge Media Companies, Inc. has been advised by the auditor that he is recommending a no

change letter be issued by the Internal Revenue Service. Verge Media Companies, Inc. will be

merged to form Verge Media Companies, LLC.



 


 









 







SCHEDULE 4.12



Labor Matters





	1.	 	Agreement between Westwood One, Inc. and Local 1200 of the International Brotherhood of
Electrical Workers (IBEW) — Washington, D.C.







	2.	 	Agreement between the American Federation of Television and Radio Artists (AFTRA) and
Westwood One, Inc.- Newscasters







	3.	 	Agreement between the American Federation of Television and Radio Artists (AFTRA) and
Westwood One, Inc.- News Editors, Sports Audio Journalists, Sports Associate Producers







	4.	 	Contract for Staff Announcers by and between Excelsior Radio Networks, LLC and American
Federation of Television and Radio Artists dated January 1, 2011







	5.	 	Contract for Engineers by and between Excelsior Radio Networks, LLC and American Federation
of Television and Radio Artists dated August 1, 2010






 


 









 







SCHEDULE 4.14



Environmental Matters




None.



 


 









 







SCHEDULE 4.16



Real Property




	 	 	 
	Record Owner	 	Property
	Douglas Emmett 1997, LLC

	 	11812 San Vincente Blvd., 3rd Floor, Los Angeles, CA 90049*
	 
	 	 
	Parkway 233 North Michigan, LLC




	 	233 North Michigan Ave., Chicago, IL 60601*
	Holualoa Paragon E & R, LLC an Arizona
Limited Liability Company

	 	25070 W. Avenue Stanford, Valencia, CA 91355*
	 
	 	 
	SFX Entertainment, Inc., d/b/a Clear Channel
Entertainment

	 	220 W 42nd St., 3rd, 4th & 14th Floor, New York, NY 10036
	 
	 	 
	Stanton Development Corporation

	 	660 Pennsylvania, Ave, Suite 303, Washington, DC 20003
	 
	 	 
	Highlands Square Center, LTD

	 	8500 & 8250 S. Akron Street Suite 103, 201, 202, 203, 204, 205 & 206, Centennial, CO 80112*
	 
	 	 
	BREOF AIP Dallas LP

	 	2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234*
	 
	 	 
	BREOF AIP Dallas LP

	 	2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234 — Warehouse Space*
	 
	 	 
	Selig Real Estate Holdings Fifteen

	 	3131 Elliot Ave, Suite 771 Seattle, WA 98121*
	 
	 	 
	DOLP 1133 Properties, LLC

	 	1133 Avenue of Americas, 13th Floor, New York, NY 10036*
	 
	 	 
	McGhee Holdings, LLC

	 	21 Music Square, Nashville, TN 37203*
	 
	 	 
	Imperial Ave Holdings, LLC

	 	25 Imperial Ave, Westport, CT 06881*





 


 









 





	 	 	 
	Record Owner	 	Property
	Donna Geraci and Martin Edo

	 	91-93 River Street, Milford, CT 06460*
	 
	 	 
	 

	 	295 Main St., Offices 1088B, 1090 & 1092, Buffalo, NY 14203*
	 
	 	 
	 

	 	300 Buttermilk Pike, St 334 (1st floor), Ft. Mitchell, KY 41017*
	 
	 	 
	 

	 	15303 Ventura Blvd., Suite 1500, Sherman Oaks, CA 91403*
	 
	 	 
	MDC Properties, Inc.

	 	470 3rd Street, Ste #200, 201 & 205, San Francisco, CA 94107*
	 
	 	 
	CBS News, Inc.

	 	2000 M Street, NW, Washington, DC
	 
	 	 
	CBS Broadcasting, Inc.

	 	524 West 57th Street, New York, NY
	 
	 	 
	CBS Broadcasting, Inc.

	 	2020 M Street, N.W., Washington, D.C.
	 
	 	 
	NLC Lindblade

	 	8944 Lindblade Street, Culver City, Los Angeles, CA 90232
	 
	 	 
	NLC Lindblade

	 	8965 Lindblade Street, Culver City, Los Angeles, CA 90232
	 
	 	 
	NLC Lindblade

	 	8935 Lindblade Street, Culver City, Los Angeles, CA 90232
	 
	 	 
	Route 20/20, LLC

	 	430 East Genesee Street, Syracuse, NY 13202
	 
	 	 
	Paragon Business Center

	 	25061 W. Avenue Stanford, Suite 130, Valencia, CA
	 
	 	 
	Paragon Business Center

	 	25061 W. Avenue Stanford, Suite 100, Valencia, CA
	 
	 	 
	Marsh & McLennan Companies, Inc.

	 	1166 Avenue of the Americas, 10th Floor, New York, NY 10036
	 
	 	 
	Merit Albuquerque Limited Partnership

	 	1601 Randolph SE, Albuquerque, NM 87106
	 
	 	 
	OTR

	 	1701 Directors Blvd., Austin, TX 78744
	 
	 	 
	Lexington Charles Limited Partnership

	 	201 North Charles Street, Baltimore, MD 21202 (Buyout obtained)
	 
	 	 
	Homewood Plaza, LLC

	 	3125 Independence Drive, Birmingham, AL 35209
	 
	 	 
	FSP Park Seneca Limited Partnership

	 	1515 Mockingbird Lane, Charlotte, NC 28209
	 
	 	 
	Duke Realty Partnership

	 	312 Plum Street, Suite 910, Cincinnati, OH 45202
	 
	 	 
	Independence Tower, Ltd

	 	5755 Granger Road, Independence, OH 44131





 


 









 





	 	 	 
	Record Owner	 	Property
	Executive Tower of Colorado Springs, LLC

	 	2864 South Circle Drive, Colorado Springs, CO 80906
	 
	 	 
	Continent Commercial 1 LLC

	 	6230 Busch Blvd., Suite 490, Columbus, OH 43229
	 
	 	 
	Liberty Property Limited Partnership

	 	200 Centreport Drive, Suite 175, Greensboro, NC 27409
	 
	 	 
	Northland Goodwin, LLC

	 	225 Asylum Street, Hartford, CT 06103
	 
	 	 
	Marian H. King

	 	309 Third Street, New Cumberland, PA 17070
	 
	 	 
	Breof Castleton Park Reo LLC

	 	6081 E. 82nd Street, Indianapolis, IN 46250
	 
	 	 
	South Shore Group Partners, LLC

	 	841 Prudential Drive, Jacksonville, FL 32207
	 
	 	 
	Highwoods Realty Limited Partnership

	 	4330 Shawnee Mission Pkwy, Fairway, KS
	 
	 	 
	Cameron Court

	 	4290 Cameron Street, Suite #1, Las Vegas, NV 89103
	 
	 	 
	One Financial Center

	 	One Financial Plaza, Little Rock, AK 72211
	 
	 	 
	Kaden-T Limited Parnership

	 	6100 Dutchmans Lane, Louisville, KY 40205
	 
	 	 
	Nonconnah Holdings, LLC

	 	2600 Nonconnah Blvd., Memphis, TN 38132
	 
	 	 
	Towne Realty, Inc.

	 	633 W. Wisconsin Avenue, Milwaukee, WI 53203
	 
	 	 
	CSM Investors, Inc.

	 	Gateway Business Center, 2100-2140 County Road C West, Roseville, MN 55113
	 
	 	 
	GNL Mobile, LLC

	 	851 East I-65 Service Rd. South, Mobile, AL 36616
	 
	 	 
	Ernest G. Herman, Trustee, c/o Mission
Property Company

	 	5556 Franklin Road, Nashville, TN 37220
	 
	 	 
	Winter Park Financial Center LLC

	 	631 S. Orlando Avenue, Suite 100, Winter Park, FL 32789





 


 









 





	 	 	 
	Record Owner	 	Property
	Greentree Parkway Associates, LP

	 	Seven Parkway Center, Pittsburgh, PA 15220
	 
	 	 
	One Pacific Square CF, LLC

	 	220 NW Second Avenue, Portland, OR 97209
	 
	 	 
	CB Westchase, INC.

	 	4020 WestChase Blvd., Raleigh, NC 27607
	 
	 	 
	World Savings Bank, FSB

	 	1510 Arden Way, Sacramento, CA 95815
	 
	 	 
	THF 8251 Maryland Development, LLC

	 	8251 Maryland Avenue, Clayton, MO 63105
	 
	 	 
	Security National Life Insurance Company

	 	5300 South 360 West, Suite 300, Murray, UT 84123
	 
	 	 
	The Catholic Life Insurance Building

	 	1635 NE Loop 410, San Antonio, TX 78209
	 
	 	 
	The Hearn Company

	 	591 Camino De La Reina, Suite 525, San Diego, CA 92108
	 
	 	 
	Cherry Hill Orchards Or Wenatchee, LLC

	 	1522 Washington Street, Suite 209, Spokane, WA 99201
	 
	 	 
	State Tower Of Syracuse Associates LLC

	 	109 South Warren Street, Syracuse, NY 13202
	 
	 	 
	CCMH Tampa AP LLC d/b/a Tampa Airport
Marriott Hotel

	 	Tampa Airport Marriott Hotel, Tampa International Airport, Second Floor, Suite A-3 of the
Hotel-Office Complex, Hillsborough County, Tampa, FL 33607
	 
	 	 
	Belvedere Investment Associates LLC

	 	1601 Belvedere Road, West Palm Beach, FL 33406
	 
	 	 
	Regent Business Centers San Francisco, LLC

	 	555 California Street, 3rd Floor, San Francisco, CA 94104





 


 









 





	 	 	 
	Record Owner	 	Property
	Corporate Office Centers

	 	11330 Lakefield Drive, Building Two, Suite 200, Duluth, GA 30097
	 
	 	 
	Meridian Business Centers-Office-Partners, LP

	 	320 Decker Drive, 1st Floor, Irving, TX 75062
	 
	 	 
	Beck Office Center, LLC

	 	28345 Beck Road, Suite 100, Wixom, MI 48393
	 
	 	 
	CBS Broadcasting, Inc. (original lease is
between CBS Broadcasting, Inc. and GD 22 W.
Washington LLC)

	 	22 West Washington Street, Chicago, IL 60602
	 
	 	 
	DB Consulting Group, Inc.

	 	8455 Colesville Road, Suite 800, Silver Spring, MD 20910








	 	 	 
	*	 	Subleased property; record owner unknown.



 


 









 









SCHEDULE 8.1



Indebtedness





	1.	 	As indicated below:






	 	 	 	 	 	 	 	 	 
	 	 	Letter of Credit	 	 	 	 	 
	Bank	 	ID Number	 	Beneficiary	 	Amount	 
	Wells Fargo Bank, N.A.
	 	00651048	 	Marsh & McLennan Companies, Inc.	 	$	1,000,000.00	 
	Wells Fargo Bank, N.A.
	 	00652468	 	NLC-Lindblade, LLC	 	$	218,889.00	 
	Bank of America, N.A.
	 	585744	 	SFX Entertainment	 	$	763,120.23	1







	2.	 	The Sale Leaseback Transaction involving 8944 Lindblade Street, 8965 Lindblade Street and 8935
Lindblade Street, each in Culver City, California with respect to Indebtedness in the amount of
$8,000,000.

	 
	3.	 	Promissory Note, dated February 1, 2010, by Metro Networks Communications, Inc. in favor of
Security National Life Insurance Company, in the principal sum of $124,439.28.

	 
	4.	 	Lease tail liability in the amount of approximately $2,800,000 associated with facilities that
Metro Traffic exited from 2008 to 2010.

	 
	5.	 	Master Services Agreement, dated September 1, 2011, between New Skies Satellites B.V. and
Westwood One, Inc., a capital lease, with a monthly service fee of $39,204.50.





 







	 	 	 
	1	 	Backstop letter of credit to be issued for 105% or
$801,276.25.



 


 









 









SCHEDULE 8.2



Liens




	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	File Number & Date	 	Debtor	 	Secured Party	 	Collateral
	Delaware

	 	#2008 0056398

01/04/2008
	 	Westwood One, Inc.
	 	IBM Credit LLC
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	Delaware

	 	# 2007 0653138

02/20/2007
	 	Excelsior Radio 

Networks, Inc.
	 	Dell Financial
Services, L.P.
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	Delaware

	 	# 2008 3315619

09/30/2008
	 	Excelsior Radio

Networks, LLC
	 	US Bancorp
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	Delaware

	 	# 2008 4142541

12/12/2008
	 	Excelsior Radio

Networks, LLC
	 	US Bancorp
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	Delaware

	 	# 2009 0659646

03/03/2009
	 	Excelsior Radio

Networks, LLC
	 	US Bancorp
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	Delaware

	 	# 2010 0392328

02/02/2010
	 	Excelsior Radio

Networks, LLC
	 	US Bancorp
	 	Equipment






Joint escrow account between Westwood One, Inc. and Clear Channel Communications, Inc. in favor of
Deutsche Bank Trust Company Americas.



Sidewalk Lien, control number 000366779 — 01, on Westwood One, Inc. by New York Bureau of Highway
Operations dated October 22, 1991.



NY City Tax Warrant, control number 002652452 — 01, on American Comedy Network, Inc., by NYC
Department of Finance dated January 12, 2010, in the amount of $457.22.



NY City Tax Warrant, control number 002652449 — 01, on JPN, Inc., by NYC Department of Finance
dated January 12, 2010, in the amount of $457.22.



Security Deposit Account # 18-712-123-2614577 of Triton MediaAmerica, Inc. with Wachovia Financial
Center for New York office space located at 1133 Avenue of the Americas, New York, NY 10036, with
maturity date of May 29, 2011, automatically renewable for 365-days, with a maturity value of
$538,496.81.



 


 









 







SCHEDULE 8.3



Investments




	 	 	 	 	 	 	 
	Issuer	 	Number of Shares	 	Par Value	 	Owner
	POP Radio LP

	 	20% limited

partnership interest
	 	N/A
	 	Westwood One, Inc.






1. Excelsior Radio Networks, LLC holds 150,000 Series A Convertible Preferred Stock of Ex-Band
Syndications, Inc.



2. Triton Radio Networks, LLC (formerly) Jones Radio Networks, Inc. holds 102,336 common shares of
VoodooVox, Inc.



3. ExcelsiorTM, Inc. holds a 25% equity interest in Clancy Productions LLC.



4. Triton Radio Network Ventures, LLC holds a 50% equity interest in View 2 Records, LLC.



5. Triton Radio Networks, LLC holds a 50% equity interest in U.S.A. Biker Nation Radio Programming,
LLC.



6. Triton MediaAmerica, Inc. holds an approximately 15% limited partnership interest in SRLP, L.P.



 


 









 







Schedule 8.9



Transactions with Affiliates





	1.	 	Investor Rights Agreement, dated as of April 23, 2009, among Westwood One, Inc., Gores Radio
Holdings, LLC, the other investors identified on the signature pages thereto and the parties
that have executed joinder agreements in accordance with the terms thereof, as amended (Parent
will use commercially reasonable efforts to terminate this agreement).







	2.	 	Agreement, dated July 22, 2011, among Westwood One, Inc., Gores Capital Partners II, L.P.,
and Gores Co-Invest Partnership II, L.P.







	3.	 	Guaranty, dated as of April 29, 2011, between Gores Capital Partners II, L.P. and Gores
Co-Invest Partnership II, L.P., each a Delaware limited partnership and Clear Channel
Acquisition LLC.






	 	 	 	 	 
	Related Parties	 	Purpose	 	Description
	Dial Global w/Ex-Band,Inc — AmericanHit

	 	Barter Sales
	 	Representation agreement by and between Dial Global and Ex-Band Syndications, Inc dated May 16, 2006
	 
	 	 	 	 
	Dial Global w/Ad Radio Enterprise Inc

	 	Barter Sales
	 	Representation agreement by and between Dial Global and Ad Radio Enterprise, Inc dated January 1, 2005
	 
	 	 	 	 
	Triton Media Group LLC / Excelsior Radio Networks, LLC

	 	Transition Agreement
	 	Transition Services Agreement by and between Excelsior Radio Networks, LLC and Triton Digital, Inc.
	 
	 	 	 	 
	Triton Media Group LLC/Dial Global

	 	Streaming Services/Web Servicing, Messenger Service	 	 
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	24-hour Formats
	 	Agreement with Townsquare to provide 24-hour formats
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Ad Sales Representation
	 	Agreement with Townsquare to provide ad sales representation
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	American Comedy Networks
	 	Agreement with Townsquare to provide American Comedy Network





 


 









 





	 	 	 	 	 
	Related Parties	 	Purpose	 	Description
	Dial Global w/Townsquare Media

	 	Backtrax USA
	 	Agreement with Townsquare to provide Backtrax USA
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Baka Boys Mastermix
	 	Agreement with Townsquare to provide Baka Boys Mastermix
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Bitman
	 	Agreement with Townsquare to provide Bitman
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Clark Howard
	 	Agreement with Townsquare to provide Clark Howard
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Dave Koz
	 	Agreement with Townsquare to provide Dave Koz
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	House of Blues
	 	Agreement with Townsquare to provide House of Blues
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Michael Smerconish
	 	Agreement with Townsquare to provide Michael Smerconish
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Midnight Radio Network
	 	Agreement with Townsquare to provide Midnight Radio Network
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Mike Harvey Show
	 	Agreement with Townsquare to provide Mike Harvey Show
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Neal Boortz
	 	Agreement with Townsquare to provide Neal Boortz
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Prep Services
	 	Agreement with Townsquare to provide Prep Services
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Radio Voodoo
	 	Agreement with Townsquare to provide Radio Voodoo
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Rick Jackson Country Hall of Fame
	 	Agreement with Townsquare to provide Rick Jackson Country Hall of Fame
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Rockline
	 	Agreement with Townsquare to provide Rockline
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Short Bus Radio
	 	Agreement with Townsquare to provide Short Bus Radio
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Super Gold
	 	Agreement with Townsquare to provide Super Gold





 


 









 





	 	 	 	 	 
	Related Parties	 	Purpose	 	Description
	Dial Global w/Townsquare Media

	 	The Big Time
	 	Agreement with Townsquare to provide The Big Time
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	The Big Time Saturday Night
	 	Agreement with Townsquare to provide The Big Time Saturday Night
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	The Lia Show
	 	Agreement with Townsquare to provide The Lia Show
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	TM-Commercials
	 	Agreement with Townsquare to provide TM-Commercials
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	TM-Imaging
	 	Agreement with Townsquare to provide TM-Imaging
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	TM-Jingles
	 	Agreement with Townsquare to provide TM-Jingles
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	TM-Musicdisk
	 	Agreement with Townsquare to provide TM-Musicdisk
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Walt Baby Love — Gospel Traxx
	 	Agreement with Townsquare to provide Walt Baby Love — Gospel Traxx
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	Walt Baby Love — Urban AC Countdown
	 	Agreement with Townsquare to provide Walt Baby Love — Urban AC Countdown
	 
	 	 	 	 
	Dial Global w/Townsquare Media

	 	The Weather Channel
	 	Agreement with Townsquare to provide The Weather Channel
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	American Comedy Networks
	 	Agreement with Millennium Radio Group to provide American Comedy Network
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	Prep Services
	 	Agreement with Millennium Radio Group to provide Prep Services
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	Short Bus Radio
	 	Agreement with Millennium Radio Group to provide Short Bus Radio
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	Super Gold
	 	Agreement with Millennium Radio Group to provide Super Gold
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	The Big Time
	 	Agreement with Millennium Radio Group to provide The Big Time





 


 









 





	 	 	 	 	 
	Related Parties	 	Purpose	 	Description
	Dial Global w/Millennium Radio Group

	 	The Big Time Saturday Night
	 	Agreement with Millennium Radio Group to provide The Big Time Saturday Night
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	TM-Imaging
	 	Agreement with Millennium Radio Group to provide TM-Imaging
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	TM-Jingles
	 	Agreement with Millennium Radio Group to provide TM-Jingles
	 
	 	 	 	 
	Dial Global w/Millennium Radio Group

	 	TM-Musicdisk
	 	Agreement with Millennium Radio Group to provide TM-Musicdisk
	 
	 	 	 	 
	Dial Global w/Tribune Broadcasting

	 	TM-Musicdisk
	 	Agreement with Tribune Broadcasting to provide TM-Musicdisk
	 
	 	 	 	 
	Dial Global w/Peak

	 	Prep Services
	 	Agreement with Peak to provide Prep Services
	 
	 	 	 	 
	Dial Global w/Peak

	 	Short Bus Radio
	 	Agreement with Peak to provide Short Bus Radio
	 
	 	 	 	 
	Dial Global w/Peak

	 	The Big Time Saturday Night
	 	Agreement with Peak to provide The Big Time Saturday Night
	 
	 	 	 	 
	Dial Global w/Peak

	 	The Lia Show
	 	Agreement with Peak to provide The Lia Show
	 
	 	 	 	 
	Dial Global w/Peak

	 	TM-Imaging
	 	Agreement with Peak to provide TM-Imaging
	 
	 	 	 	 
	Dial Global w/Peak

	 	TM-Jingles
	 	Agreement with Peak to provide TM-Jingles
	 
	 	 	 	 
	Dial Global w/Double O

	 	24 Hour Formats
	 	Agreement with Double O to provide 24 hour Formats
	 
	 	 	 	 
	Dial Global w/Double O

	 	American Comedy Networks
	 	Agreement with Double O to provide American Comedy Network
	 
	 	 	 	 
	Dial Global w/Double O

	 	House of Blues
	 	Agreement with Double O to provide House of Blues
	 
	 	 	 	 
	Dial Global w/Double O

	 	Neal Boortz
	 	Agreement with Double O to provide Neal Boortz
	 
	 	 	 	 
	Dial Global w/Double O

	 	Prep Services
	 	Agreement with Double O to provide Prep Services





 


 









 





	 	 	 	 	 
	Related Parties	 	Purpose	 	Description
	Dial Global w/Double O

	 	Radio Voodoo
	 	Agreement with Double O to provide Radio Voodoo
	 
	 	 	 	 
	Dial Global w/Double O

	 	Rick Jackson Country Hall of Fame
	 	Agreement with Double O to provide Rick Jackson Country Hall of Fame
	 
	 	 	 	 
	Dial Global w/Double O

	 	The Lia Show
	 	Agreement with Double O to provide The Lia Show
	 
	 	 	 	 
	Dial Global w/Double O

	 	TM-Imaging
	 	Agreement with Double O to provide TM-Imaging
	 
	 	 	 	 
	Dial Global w/Double O

	 	TM-Jingles
	 	Agreement with Double O to provide TM-Jingles
	 
	 	 	 	 
	Dial Global w/Double O

	 	TM-Musicdisk
	 	Agreement with Double O to provide TM-Musicdisk
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	Ad Injector /WebCast Metrics
	 	Agreement with Grenax Broadcasting to provide Ad Injector/WebCast Metrics
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	AirKast
	 	Agreement with Grenax Broadcasting to provide AirKast
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	Daily Deals
	 	Agreement with Grenax Broadcasting to provide Daily Deals
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	Email Director
	 	Agreement with Grenax Broadcasting to provide Email Director
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	Streaming
	 	Agreement with Grenax Broadcasting to provide Streaming
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	Backtrax USA
	 	Agreement with Grenax Broadcasting to provide Backtrax USA
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	House of Blues
	 	Agreement with Grenax Broadcasting to provide House of Blues
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	Prep Services
	 	Agreement with Grenax Broadcasting to provide Prep Services





 


 









 





	 	 	 	 	 
	Related Parties	 	Purpose	 	Description
	Dial Global w/Grenax Broadcasting

	 	Rick Jackson Country Hall of Fame
	 	Agreement with Grenax Broadcasting to provide Rick Jackson Country Hall of Fame
	 
	 	 	 	 
	Dial Global w/Grenax Broadcasting

	 	TM-Musicdisk
	 	Agreement with Grenax Broadcasting to provide TM-Musicdisk
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Ad Injector /WebCast Metrics
	 	Agreement with Radio One to provide Ad Injector/WebCast Metrics
	 
	 	 	 	 
	Dial Global w/Radio One

	 	AirKast
	 	Agreement with Radio One to provide AirKast
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Loyalty/Database/Email
	 	Agreement with Radio One to provide Loyalty/Database/Email
	 
	 	 	 	 
	Dial Global w/Radio One

	 	TuneGenie
	 	Agreement with Radio One to provide TuneGenie
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Ad Sales Representation
	 	Agreement with Radio One to provide Ad Sales Representation
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Baka Boys Mastermix
	 	Agreement with Radio One to provide Baka Boys Matermix
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Clark Howard
	 	Agreement with Clark Howard to provide Clark Howard
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Prep Services
	 	Agreement with Radio One to provide Prep Services
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Short Bus Radio
	 	Agreement with Radio One to provide Short Bus Radio
	 
	 	 	 	 
	Dial Global w/Radio One

	 	TM-Imaging
	 	Agreement with Radio One to provide TM-Imaging
	 
	 	 	 	 
	Dial Global w/Radio One

	 	TM-Musicdisk
	 	Agreement with Radio One to provide TM-Musicdisk
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Walt Baby Love — Urban AC Countdown
	 	Agreement with Radio One to provide Walt Baby Love — Urban AC Countdown
	 
	 	 	 	 
	Dial Global w/Radio One

	 	Microjams
	 	Agreement with Radio One to provide Microjams






 


 









 







Schedule 8.10



Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments




None.




 


 











 




Exhibit A

to

Credit Agreement




Form of Assignment




This Assignment, dated as of the Effective Date, is entered into between the Assignor and the
Assignee (each as defined below).



The parties hereto hereby agree as follows:



	 	 	 
	Borrower:

	 	Westwood One, Inc., a Delaware corporation (the “Borrower”)
	 
	 	 
	Administrative Agent:

	 	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and
L/C Issuers (in such capacity and together with its successors and permitted assigns, the
“Administrative Agent”)
	 
	 	 
	Credit Agreement:

	 	Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders and L/C Issuers party
thereto, the Administrative Agent and ING Capital, LLC, as syndication agent (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein without definition are used as defined in the Credit Agreement)
	 
	 	 
	[Trade Date:

	 	                    ,                     ]1
	 
	 	 
	Effective Date:

	 	                    ,                     2





 








	 	 	 
	1	 	Insert for informational purposes only if needed to
determine other arrangements between the assignor and the assignee.

	 
	2	 	To be filled out by Administrative Agent upon entry in
the Register.




 


A-1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate amount of	 	 	Aggregate amount of	 	 	 	 
	 	 	Commitments or	 	 	Commitments5 or	 	 	 	 
	 	 	principal amount of	 	 	principal amount of	 	 	 	 
	Facility Assigned3	 	Loans for all Lenders4	 	 	Loans Assigned	 	 	Percentage Assigned6	 
	 
	 	$	                    	 	 	$	                    	 	 	 	____.                    	%
	 
	 	$	                    	 	 	$	                    	 	 	 	____.                    	%
	 
	 	$	                    	 	 	$	                    	 	 	 	____.                    	%






[The Remainder of this Page Was Intentionally Left Blank]



 







	 	 	 
	3	 	Fill in the appropriate defined term for the type of
facilities under the Credit Agreement that are being assigned under this
Assignment. (e.g., “Revolving Credit Facility”, “Term Loan Facility”, etc.)

	 
	4	 	In the case of the Revolving Credit Facility, includes
Revolving Loans and interests, participations and obligations to participate in
L/C Obligations and Swing Loans.

	 
	5	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date. The aggregate amounts are inserted for informational purposes
only to help in calculating the percentages assigned which, themselves, are for
informational purposes only.

	 
	6	 	Set forth, to at least 9 decimals, the Assigned
Interest as a percentage of the aggregate Commitment or Loans in the Facility.
This percentage is set forth for informational purposes only and is not
intended to be binding. The assignments are based on the amounts assigned not
on the percentages listed in this column.





ASSIGNMENT

FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT




 


A-2









 










1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby
purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender
under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other
Loan Documents, in each case to the extent related to the amounts identified above (the
“Assigned Interest”).



2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents
and warrants to Assignee and the Administrative Agent that (i) it has full power and authority, and
has taken all actions necessary for it, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned
Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims,
and (iii) by executing, signing and delivering this Assignment via ClearPar® or any
other electronic settlement system designated by the Administrative Agent, the Person signing,
executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the
Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other
representation or warranty and assumes no responsibility, including with respect to the aggregate
amount of the Facilities, the percentage of the Facilities represented by the amounts assigned, any
statements, representations and warranties made in or in connection with any Loan Document or any
other document or information furnished pursuant thereto, the execution, legality, validity,
enforceability or genuineness of any Loan Document or any document or information provided in
connection therewith and the existence, nature or value of any Collateral, (c) assumes no
responsibility (and makes no representation or warranty) with respect to the financial condition of
any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any
obligation under any Loan Document or any document provided in connection therewith and (d)
attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor
(or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the
Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e)
of the Credit Agreement.



3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents
and warrants to Assignor and the Administrative Agent that (i) it has full power and authority, and
has taken all actions necessary for Assignee, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an
Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to
it hereunder and either such Assignee or the Person exercising discretion in making the decision
for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and
delivering this Assignment via ClearPar® or any other electronic settlement system
designated by the Administrative Agent, the Person signing, executing and delivering this
Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to
execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to
take such action as administrative agent and collateral agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (c) shall perform in accordance
with their terms all obligations that, by the terms of the Loan Documents, are required to be
performed by it as a Lender, (d) confirms it has received such documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Assignment and
shall continue to make its own credit decisions in taking or not taking any action under any Loan
Document independently and without reliance upon any Secured Party and based on such documents and
information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a
Lender, it may receive material non-public information and confidential information concerning the
Loan Parties and their Affiliates and Securities and agrees to use such information in accordance
with Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices
(and addresses for notices) the offices at the addresses set forth beneath its name on the
signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount
of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit
Agreement and (h)
to the extent required pursuant to Section 2.17(f) of the Credit Agreement, attaches
two completed originals of Forms W-8ECI, W-8BEN or W-9.



ASSIGNMENT

FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT



 


A-3









 





4. Determination of Effective Date; Register. Following the due execution and
delivery of this Assignment by Assignor, Assignee and, to the extent required by Section
11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will
be delivered to the Administrative Agent for its acceptance (to the extent required in Section
11.2(b) of the Credit Agreement) and recording in the Register. The effective date of this
Assignment (the “Effective Date”) shall be the later of (i) to the extent required in
Section 11.2(b) of the Credit Agreement, the acceptance of this Assignment by the
Administrative Agent and (ii) the recording of this Assignment in the Register. The Administrative
Agent shall insert the Effective Date when known in the space provided therefor at the beginning of
this Assignment.



5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment, have the rights and obligations of a
Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this
Assignment, relinquish its rights (except those surviving the termination of the Commitments and
payment in full of the Obligations) and be released from its obligations (except those surviving
the termination of the Commitments and payment in full of the Obligations) under the Loan Documents
other than those obligations relating to events and circumstances occurring prior to the Effective
Date.



6. Distribution of Payments. On and after the Effective Date, the Administrative
Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in
the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to
the Assignee.



7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to
certain provisions of the Credit Agreement, including Sections 1.5
(Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15
(Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be
binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and
their Related Persons and their successors and assigns. This Assignment shall be governed by, and
be construed and interpreted in accordance with, the law of the State of New York. This Assignment
may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart. Delivery of an executed signature page
of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as
delivery of a manually executed counterpart of this Assignment.



[Signature Pages Follow]




ASSIGNMENT

FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT



 


A-4









 





IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	[NAME OF ASSIGNOR]

as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[NAME OF ASSIGNEE]

as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





Lending office for Eurodollar Rate Loans:7




[Insert Address (including contact name, fax number and e-mail address)]




Lending office (and address for notices) for any other purpose:




[Insert Address (including contact name, fax number and e-mail address)]


 







	 	 	 
	7	 	Insert for each Assignee.





SIGNATURE PAGE FOR ASSIGNMENT

FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT




 


 









 










	 	 	 	 	 
	ACCEPTED and AGREED this ______ day of ______                     :	 	 
	 
	 	 	 	 
	[GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]8	 	 
	 
	 	 	 	 
	[WESTWOOD ONE, INC. 9	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]	 	 
	 
	 	 	 	 
	[                    , as L/C Issuer	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]10	 	 
	 
	 	 	 	 
	[GENERAL ELECTRIC CAPITAL CORPORATION, as Swingline Lender	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]11	 	 





 







	 	 	 
	8	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	9	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	10	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	11	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.





SIGNATURE PAGE FOR ASSIGNMENT

FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT




 


 









 







Exhibit B

to

Credit Agreement




Form of [Revolving LOAN] [TERM LOAN] Note




			
	 	 	 
	Lender: [Name of Lender]
	 	New York, New York
	Principal Amount: $                    
	 	                    ,
 _____ 







FOR VALUE RECEIVED, the undersigned, Westwood One, Inc., a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of the Lender set forth above (the
“Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal
amount of [all Revolving Loans] [the Term Loans] (as defined in the Credit Agreement referred to
below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in
the Credit Agreement.



The Borrower promises to pay interest on the unpaid principal amount of the [Revolving Loans] [Term
Loans] from the date made until such principal amount is paid in full, payable at such times and at
such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment,
protest and notice of non-payment and protest are hereby waived by the Borrower.



Both principal and interest are payable in Dollars to General Electric Capital Corporation, as
Administrative Agent (as defined below), at                     , in immediately available funds.



This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit
Agreement, dated as of October 21, 2011 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the
Lenders and the L/C Issuers party thereto, General Electric Capital Corporation, as administrative
agent and collateral agent for the Lenders and L/C Issuers (in such capacity, and together with its
successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication
agent. Capitalized terms used herein without definition are used as defined in the Credit
Agreement.



The Credit Agreement, among other things, (a) provides for the making of [Revolving Loans] [a Term
Loan] by the Lender to the Borrower in an aggregate amount [not to exceed at any time
outstanding][equal to] the Principal Amount set forth above, the indebtedness of the Borrower
resulting from such [Revolving Loans] [Term Loans] being evidenced by this Note and (b) contains
provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the
happening of certain stated events and also for prepayments on account of the principal hereof
prior to the maturity hereof upon the terms and conditions specified therein.



This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to
certain provisions of the Credit Agreement, including Sections 1.5
(Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15
(Waiver of Jury Trial) thereof.



This Note is a registered obligation, transferable only upon satisfaction of the conditions for
assignment set forth in the Credit Agreement and notation in the Register, and no assignment hereof
shall be effective and will be null and void until such conditions have been satisfied and such
assignment has been recorded in the Register.


 


B-1









 





This Note shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York without regard to conflict of law principles that would result in the application
of any law other than the State of New York.



[Signature Pages Follow]




[$                     ] PROMISSORY NOTE

OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]



 


B-2









 







IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly
authorized officer as of the day and year and at the place set forth above.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[$                    ] PROMISSORY NOTE

OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]




 


B-3









 







Exhibit C

to

Credit Agreement




Form of Notice of Borrowing




GENERAL ELECTRIC CAPITAL CORPORATION






as Administrative Agent under the

Credit Agreement referred to below

11175 Cicero Drive, Suite 600

Alpharetta, GA 30022-1167

Attn: Westwood One, Inc. Account Manager

Fax: (678) 624 -7903



                     ___,                     




Attention:




Re: Westwood One, Inc. (the “Borrower”)



Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been
amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric
Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers
(in such capacity, and together with its successors and permitted assigns, the “Administrative
Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein without
definition are used as defined in the Credit Agreement.



The Borrower hereby gives you notice, pursuant to Section 2.2 of the Credit Agreement of
its request of a Borrowing (the “Proposed Borrowing”), under the Credit Agreement, and, in
that connection, sets forth the following information:




1. The date of the Proposed Borrowing is                     ,
 _____ 
12 (the
“Funding Date”).




2. The aggregate principal amount of Revolving Loans is $                    , of which $                    
consists of Base Rate Loans and $                     consists of Eurodollar Rate Loans having an
initial Interest Period of                      months.




3. The aggregate principal amount of Term Loans is $                    , of which $                    
consists of Base Rate Loans and $                     consists of Eurodollar Rate Loans having an
initial Interest Period of                      months.


 








	 	 	 
	12	 	For Term Loans, must be the Closing Date.



 


C-1









 









[The undersigned hereby certifies that both immediately before and immediately after giving effect
to the Proposed Borrowing, the Specified Representations and the Specified Acquisition
Agreement Representations are accurate in all material respects.]13 [The undersigned
hereby certifies that both immediately before and immediately after giving effect to the Proposed
Borrowing:




(i) the representations and warranties set forth in Article 4 of the Credit
Agreement and elsewhere in the Loan Documents are true and correct in all material respects
(but in all respects if such representation or warranty is qualified by “material” or
“Material Adverse Effect) on and as of such Funding Date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects (but in all
respects if such representation or warranty is qualified by “material” or “Material Adverse
Effect) as of such earlier date; and




(ii) no Default is continuing.]14



The Borrower acknowledges and agrees that this Notice of Borrowing may only be revoked by the
Borrower (i) in a written notice received by the Administrative Agent not later than 9:00 a.m. (New
York time) on the applicable Funding Date (and in any event prior to such time as the Proposed
Borrowing is actually funded) which revocation notice shall reference this Notice of Borrowing and
state that such Notice of Borrowing is revoked and (ii) upon payment by the Borrower of any amounts
owing pursuant to Section 2.16 of the Credit Agreement.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 






	 	 	 
	13	 	Insert for any Proposed Borrowing on the Closing Date.

	 
	14	 	Insert for any Proposed Borrowing after the Closing
Date.





[SIGNATURE PAGE TO NOTICE

OF BORROWING DATED                      ,                     ]




 


C-2









 










Exhibit D

to

Credit Agreement




Form of Swing Loan Request




GENERAL ELECTRIC CAPITAL CORPORATION






as Administrative Agent under the

Credit Agreement referred to below

11175 Cicero Drive, Suite 600

Alpharetta, GA 30022-1167

Attn: Westwood One, Inc. Account Manager

Fax: (678) 624 -7903



                     __,                     




Attention:




Re: Westwood One, Inc. (the “Borrower”)



Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been
amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric
Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers
(in such capacity, and together with its successors and permitted assigns, the “Administrative
Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein and not
otherwise defined herein are used herein as defined in the Credit Agreement.



The Borrower hereby gives you irrevocable notice pursuant to Section 2.3 of the Credit
Agreement that it requests Swing Loans under the Credit Agreement (the “Proposed Advance”)
and, in that connection, sets for the following information:




A. The date of the Proposed Advance is                     ,                      (the “Funding Date”).




B. The aggregate principal amount of Swing Loan is $                    .



The undersigned hereby certifies that both immediately before and immediately after giving effect
to the Proposed Advance:




(i) the representations and warranties set forth in Article 4 of the Credit
Agreement and elsewhere in the Loan Documents are true and correct in all material respects
(but in all respects if such representation or warranty is qualified by “material” or
“Material Adverse Effect) on and as of such Funding Date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects (but in all
respects if such representation or warranty is qualified by “material” or “Material Adverse
Effect) as of such earlier date; and


 


D-1









 






(ii) no Default is continuing.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


D-2









 







Exhibit E

to

Credit Agreement




Form of Letter of Credit Request





[Name of L/C Issuer], as L/C Issuer

under the Credit Agreement referred to below



Attention:



                     ____,                     





Re: Westwood One, Inc. (the “Borrower”)



Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been
amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric
Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers
(in such capacity, and together with its successors and permitted assigns, the “Administrative
Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein without
definition are used as defined in the Credit Agreement.



The Borrower hereby gives you notice pursuant to Section 2.4(b) of the Credit Agreement,
of its request for your Issuance of a Letter of Credit, in the form attached hereto, for the
benefit of [Name of Beneficiary], in the amount of $                    , to be issued on                     ,                      (the
“Issue Date”) with an expiration date of                     ,                     .



[The undersigned hereby certifies that both immediately before and immediately after giving effect
to the Issuance of the Letter of Credit requested above, the Specified Representations and the
Specified Acquisition Agreement Representations are accurate in all material respects]15
[The undersigned hereby certifies that both immediately before and immediately after giving effect
to the Issuance of the Letter of Credit requested above:




(i) the representations and warranties set forth in Article 4 of the Credit
Agreement and elsewhere in the Loan Documents are true and correct in all material respects
(but in all respects if such representation or warranty is qualified by “material” or
“Material Adverse Effect) on and as of such Issue Date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects (but in all
respects if such representation or warranty is qualified by “material” or “Material Adverse
Effect) as of such earlier date; and




(ii) no Default is continuing.]16


 







	 	 	 
	15	 	Insert for any proposed Issuance on the Closing Date.

	 
	16	 	Insert for any proposed Issuance after the Closing
Date.



 


E-1









 








The Borrower acknowledges and agrees that this Letter of Credit Request may only be
revoked by the Borrower in a written notice received by the applicable L/C Issuer not later
than 9:00 a.m. (New York time) one Business Day prior to the applicable Issue Date (and in
any event
prior to such time as the Letter of Credit requested above is actually Issued) which
revocation notice shall reference this Letter of Credit Request and state that such Letter
of Credit Request is revoked.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


E-2









 







Exhibit F

to

Credit Agreement




Form of Notice of Conversion or Continuation




GENERAL ELECTRIC CAPITAL CORPORATION






as Administrative Agent under the

Credit Agreement referred to below

11175 Cicero Drive, Suite 600

Alpharetta, GA 30022-1167

Attn: Westwood One, Inc. Account Manager

Fax: (678) 624 -7903



                     ______,                     




Attention:




Re: Westwood One, Inc. (the “Borrower”)



Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been
amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric
Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers
(in such capacity, and together with its successors and permitted assigns, the “Administrative
Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein and not
otherwise defined herein are used herein as defined in the Credit Agreement.



The Borrower hereby gives you notice, pursuant to Section 2.10 of the Credit Agreement of
its request for the following:




(i) a continuation, on                     ,                     , as Eurodollar Rate Loans having an Interest
Period of
 _____ 
months17 of [Term Loans] [Revolving Loans] in an aggregate
outstanding principal amount of $                     having an Interest Period ending on the
proposed date for such continuation;




(ii) a conversion, on                     ,                     , to Eurodollar Rate Loans having an Interest
Period of
 _____ 
18 months of [Term Loans] [Revolving Loans] in an aggregate
outstanding principal amount of $                    ; and



(iii) a conversion, on                     ,                     , to Base Rate Loans, of [Term Loans] [Revolving Loans]
in an aggregate outstanding principal amount of $                    .


 







	 	 	 
	17	 	An Interest Period may only be 1 month until the
earlier of (y) 90 days following the Closing Date and (z) the occurrence of a
Successful Syndication (as defined in the Fee Letter).

	 
	18	 	An Interest Period may only be 1 month until the
earlier of (y) 90 days following the Closing Date and (z) the occurrence of a
Successful Syndication (as defined in the Fee Letter).



 


F-1









 









In connection herewith, the undersigned hereby certifies that no Event of Default (which has not
been previously disclosed in writing to the Administrative Agent) is continuing, both immediately
before and immediately after giving effect to any proposed conversion or continuation set forth
above.



The Borrower acknowledges and agrees that this Notice of Conversion or Continuation may only
be revoked by the Borrower (i) in a written notice received by the Administrative Agent not later
than 9:00 a.m. (New York time) on the applicable date of such proposed conversion or continuation
(and in any event prior to such time as the proposed conversion or continuation is actually
effected) which revocation notice shall reference this Notice of Conversion or Continuation and
state that such Notice of Conversion or Continuation is revoked and (ii) upon payment by the
Borrower of any amounts owing pursuant to Section 2.16 of the Credit Agreement.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


F-2









 







Exhibit G

to

Credit Agreement




Form of Compliance Certificate

                    ,                     19





This certificate is delivered pursuant to Section 6.1(d) of, and in connection with the
consummation of the transactions contemplated in, the Credit Agreement, dated as of October 21,
2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the
date hereof, the “Credit Agreement”), among Westwood One, Inc. (the “Borrower”),
the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as
administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, and
together with its successors and permitted assigns, the “Administrative Agent”) and ING
Capital, LLC, as syndication agent. Capitalized terms used herein and not otherwise defined herein
are used herein as defined in the Credit Agreement.



The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title
set forth below under his signature, hereby certifies, on behalf of the Borrower for the benefit of
the Secured Parties and pursuant to Section 6.1 of the Credit Agreement that such
Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance
with each of the following sections of the Credit Agreement, each of the following is true on the
date hereof:




1. In accordance with Section 6.1[(b)/(c)] of the Credit Agreement, attached
hereto as Annex A are the Financial Statements for the [Fiscal Quarter/Fiscal Year]
ended                     ,                      required to be delivered pursuant to Section 6.1[(b)/(c)] of
the Credit Agreement. Such Financial Statements fairly present in all material respects the
Consolidated financial position, results of operations and cash flow of the Borrower as at
the dates indicated therein and for the periods indicated therein in accordance with GAAP
[(subject to the absence of footnote disclosure and normal year-end audit
adjustments)]20 [without qualification as to the scope of the audit or as to
going concern and without any other similar qualification, together with the certificate
from the Group Members’ Accountants with respect to such Consolidated Financial Statements
required to be delivered pursuant to Section 6.1(c) of the Credit Agreement.
]21




2. In accordance with Section 6.1(d) of the Credit Agreement, attached hereto
as Annex B are the calculations used [to describe the Consolidated Leverage Ratio
for the Fiscal Quarter ended December 31, 2011 in reasonable detail]22 [to
determine compliance with each financial covenant contained in Article 5 of the
Credit Agreement that is tested on a quarterly basis]23 [and the calculations
used in determining Excess Cash Flow].24


 







	 	 	 
	19	 	Insert date of delivery of certificate.

	 
	20	 	Insert language in brackets only for quarterly
reports.

	 
	21	 	Insert language in brackets only for annual
certifications.

	 
	22	 	Use bracketed language for the Compliance Certificate
covering the Consolidated Leverage Ratio for the Fiscal Quarter ended December
31, 2011.

	 
	23	 	Use bracketed language for all Compliance Certificates
starting with the first Fiscal Quarter the financial covenants are tested,
which is March 31, 2012.

	 
	24	 	Insert (starting with the 2012 Fiscal Year) if annual
Consolidated Financial Statements set forth in Section 6.1(c) of the Credit
Agreement are delivered with the Compliance Certificate.




 


G-1









 






3. In accordance with Section 6.1(d) of the Credit Agreement, no Default is
continuing as of the date hereof[, except as provided for on Annex C attached
hereto, with respect to each of which the Borrower proposes to take the actions set forth on
Annex C].




4. In accordance with Section 6.1(e) of the Credit Agreement, (i) the
[Corporate Chart attached hereto as Annex D[-1]] [last Corporate Chart delivered
pursuant to such Section)], is correct and complete as of the date hereof, (ii) all
documents (including updated schedules as to locations of Collateral and acquisition of
registered or material Intellectual Property or real property) required to be delivered
pursuant to the Loan Documents by any Loan Party in the most recently completed Fiscal
Quarter have been delivered thereunder (or such delivery requirement was otherwise duly
waived or extended) and (iii) complete and correct copies of all documents modifying any
term of any Constituent Document of any Group Member or any Subsidiary or Joint Venture
(with respect to any Joint Venture, to the extent the Borrower has received a copy of such
document) thereof during the most recently completed Fiscal Quarter have been delivered to
the Administrative Agent [or are attached hereto as Annex D[-2]].




5. [In accordance with Sections 6.1(i) and (j) of the Credit Agreement,
attached hereto as Annexes E and F are complete and correct (i) copies of
each management letter, audit report or similar letter or report received by any Group
Member from any independent registered certified public accountant (including the Group
Members’ Accountants) delivered in connection with the Financial Statements attached as
Annex A or any audit thereof and (ii) a summary of all material insurance coverage
maintained as of the date thereof by any Group Member].25



[Signature Page Follows]



 








	 	 	 
	25	 	Insert if annual Consolidated Financial Statements set
forth in Section 6.1(c) of the Credit Agreement are delivered with the
Compliance Certificate.



 


G-2









 










IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written
above.



	 	 	 	 	 
	 	 	WESTWOOD ONE, INC.



Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE

OF WESTWOOD ONE, INC. DATED                      ______,                     ]




 


G-3









 







ANNEX A

to

COMPLIANCE CERTIFICATE OF                                                            

DATED                                         ,                     




FINANCIAL STATEMENTS



 


ANNEX A-1









 







ANNEX B

to

COMPLIANCE CERTIFICATE OF                                                            

DATED                                         ,                     




FINANCIAL CALCULATIONS




 


ANNEX B-1









 







[ANNEX C

to

COMPLIANCE CERTIFICATE OF                                                            

DATED                                         ,                     




CONTINUING DEFAULTS]26



 







	 	 	 
	26	 	Delete if not used in the text of the certificate.



 


ANNEX C-1









 









ANNEX D[-1]

to

COMPLIANCE CERTIFICATE OF ______________________

DATED                                         ,                     




CORPORATE CHART




 


ANNEX D-1-1









 







ANNEX D[-2]

to

COMPLIANCE CERTIFICATE OF                                                            

DATED                                         ,                     




MODIFICATIONS TO CONSTITUENT DOCUMENTS




 


ANNEX D-2-1









 







ANNEX E

to

COMPLIANCE CERTIFICATE OF                                         

DATED                                         ,                     




[MANAGEMENT LETTERS]




 


ANNEX E-1









 







ANNEX F

to

COMPLIANCE CERTIFICATE OF                                                            

DATED                                         ,                     




SUMMARY OF MATERIAL INSURANCE COVERAGES




 


ANNEX F-1









 







Exhibit H

to

Credit Agreement




Form of Solvency Certificate




October 21, 2011




This Solvency Certificate is being executed and delivered pursuant to Section 3.1(h)
of that certain Credit Agreement dated as of the date hereof, by and among Westwood One, Inc., a
Delaware corporation (the “Borrower”), the Lenders (as defined below), Cortland Capital
Market Services LLC (“Cortland”), as administrative agent and collateral agent for the
Lenders, and Macquarie Capital (USA) Inc., as syndication agent (the “Credit Agreement”;
capitalized terms used herein without definition shall have the meaning assigned to them in the
Credit Agreement).



I, [•], the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, in
such capacity and not in an individual capacity, hereby certify that I am the [Chief Financial
Officer][President][Chief Executive Officer] of the Borrower and that I am generally familiar with
the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such
other investigations and inquiries as I have deemed appropriate and am duly authorized to execute
this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement.



I further certify, in my capacity as [Chief Financial Officer][President][Chief Executive
Officer] of the Borrower, and not in my individual capacity, as of the date hereof and after giving
effect to the Acquisition and the incurrence of the indebtedness and obligations being incurred in
connection with the Credit Agreement and any other funded indebtedness incurred to consummate the
Acquisition, that, (i) the fair value of the assets of the Borrower and its Subsidiaries, on a
consolidated basis, is greater than the total amount of liabilities, including contingent
liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (ii) the present fair
saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not
less than the amount that will be required to pay the probable liability of the Borrower and its
Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and
matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in
business or a transaction, and are not about to engage in business or a transaction, for which the
Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably
small capital; and (iv) the Borrower and its Subsidiaries do not intend to, and do not believe that
they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such
debts and liabilities as they mature. For the purposes hereof, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).



[Remainder of page intentionally left blank]



 


H-1









 






IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	WESTWOOD ONE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	[                                        ]	 	 
	 

	 	 	 	Title:
	 	[Chief Financial Officer][President]	 	 
	 

	 	 	 	 	 	[Chief Executive Officer]	 	 






 


H-2









 







Exhibit I

to

Credit Agreement




Auction Procedures





This Exhibit I is intended to summarize certain basic terms of the modified Dutch auction
(an “Auction”) procedures pursuant to and in accordance with the terms and conditions of
Section 2.21 of the Credit Agreement, of which this Exhibit I is a part. It is not
intended to be a definitive statement of all of the terms and conditions of an Auction, the
definitive terms and conditions for which shall be set forth in the applicable offering document.
None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any
officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the
Administrative Agent and its affiliates, the “Agent-Related Person”) makes any
recommendation pursuant to any offering document as to whether or not any Lender should sell its
Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the
decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any
of their Affiliates) in its respective capacity as a Lender to sell its Term Loans to any
Purchasing Borrower Party be deemed to constitute such a recommendation. Each Lender should make
its own decision on whether to sell any of its Term Loans and, if it decides to do so, the
principal amount of and price to be sought for such Term Loans. In addition, each Lender should
consult its own attorney, business advisor or tax advisor as to legal, business, tax and related
matters concerning each Auction and the relevant offering documents. Capitalized terms not
otherwise defined in this Exhibit I have the meanings assigned to them in the Credit
Agreement.



ARTICLE 1 Notice Procedures. In connection with each Auction, the Borrower will
provide notification to the Auction Manager (for distribution to the Lenders of the Term Loans
(each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal
amount (calculated on the face amount thereof) of Term Loans that Purchasing Borrower Parties offer
to purchase in such Auction (the “Auction Amount”), which shall be no less than $2,500,000
(unless another amount is agreed to by the Administrative Agent (such consent not to be
unreasonably withheld or delayed)) or such lesser amount to the extent the amount of outstanding
Term Loans is less than $2,500,000; (ii) the range of discounts to par (the “Discount
Range”), expressed as a range of prices per $1,000 (in increments of $5), at which a Purchasing
Borrower Party would be willing to purchase Term Loans in such Auction; and (iii) the date on which
such Auction will conclude, on which date Return Bids (as defined below) will be due by 12:00 p.m.
(New York time) (as such date and time may be extended by the Auction Manager, such time (including
any extension thereof) the “Expiration Time”). Such Expiration Time may be extended for a
period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager
received not less than 24 hours before the original Expiration Time; provided that only two
(2) extensions per offer shall be permitted. An Auction shall be regarded as a “failed auction” in
the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof
or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received.
In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction
Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration
Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower
shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after
the conclusion (whether successful or failed) of the previous Auction (if any), whether such
conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time
of such previous Auction.


 


I-1









 





ARTICLE 2 Reply Procedures. In connection with any Auction, each Term Loan Lender
wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction
Manager
with a notice of participation, in the form included in the respective offering document
(each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as
a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply
Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not
less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers
for sale at its Reply Price (the “Reply Amount”). A Lender may submit a Reply Amount that
is less than the minimum amount and incremental amount requirements described above only if the
Reply Amount comprises the entire amount of the Term Loans held by such Lender. Lenders may only
submit one Return Bid per Auction but each Return Bid may contain up to three (3) component bids,
each of which may result in a separate Qualifying Bid and each of which will not be contingent on
any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the
Return Bid, the participating Lender must execute and deliver, to be held by the Auction Manager,
an assignment and acceptance (which shall be in customary form) included in the offering document
(each, an “Auction Assignment and Assumption”). No Purchasing Borrower Party will purchase
any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return
Bids (including any component bids specified therein) submitted at a price that is outside such
applicable Discount Range be considered in any calculation of the Applicable Threshold Price.



ARTICLE 3 Acceptance Procedures. Based on the Reply Prices and Reply Amounts received
by the Auction Manager, the Auction Manager, in consultation with the participating Purchasing
Borrower Parties, will calculate the lowest purchase price (the “Applicable Threshold
Price”) for such Auction within the Discount Range for such Auction that will allow such
Purchasing Borrower Parties to complete the Auction by purchasing the full Auction Amount (or such
lesser amount of Term Loans for which the Borrower has received Qualifying Bids). The
participating Purchasing Borrower Parties shall purchase Term Loans from each Lender whose Return
Bid is within the Discount Range and contains a Reply Price that is equal to or less than the
Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in
Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid)
received at a Reply Price lower than the Applicable Threshold Price will be purchased at such
applicable Reply Prices and shall not be subject to proration.



ARTICLE 4 Proration Procedures. All Term Loans offered in Return Bids (or, if
applicable, any component thereof) constituting Qualifying Bids at the Applicable Threshold Price
will be purchased at the Applicable Threshold Price; provided that if the aggregate
principal amount (calculated on the face amount thereof) of all Term Loans for which Qualifying
Bids have been submitted in any given Auction at the Applicable Threshold Price would exceed the
remaining portion of the Auction Amount (after deducting all Term Loans to be purchased at prices
below the Applicable Threshold Price), the participating Purchasing Borrower Parties shall purchase
the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price
ratably based on the respective principal amounts offered and in an aggregate amount equal to the
amount necessary to complete the purchase of the Auction Amount. No Return Bids or any component
thereof will be accepted above the Applicable Threshold Price.



ARTICLE 5 Notification Procedures. The Auction Manager will calculate the Applicable
Threshold Price and post the Applicable Threshold Price and proration factor onto an internet or
intranet site (including an IntraLinks, SyndTrak or other electronic workspace) in accordance with
the Auction Manager’s standard dissemination practices by 4:00 p.m. New York time on the same
Business Day as the date the Return Bids were due (as such due date may be extended in accordance
with this Exhibit I). The Auction Manager will insert the principal amount of Term Loans
of to be assigned and the applicable settlement date into each applicable Auction Assignment and
Assumption received in connection with a Qualifying Bid. Upon the request of the submitting
Lender, the Auction Manager will promptly return any Auction Assignment and Assumption received in
connection with a Return Bid that is not a Qualifying Bid.


 


I-2









 





ARTICLE 6 Auction Assignment and Assumption. Each Auction Notice and Auction
Assignment and Assumption shall contain the representation and warranty by the Borrower that the
express conditions set forth in Section 2.21(a)(i)-(viii) of the Credit Agreement have each
been satisfied or waived on and as of the date hereof, except to the extent that such conditions
refer to conditions that must be satisfied as of a future date, in which case the Borrower must
terminate any Auction if it fails to satisfy (or obtain a waiver of) one of more of the conditions
which are required to be met or waived at the time which otherwise would have been the time of
purchase of Term Loans pursuant to an Auction.



ARTICLE 7 Additional Procedures. Once initiated by an Auction Notice, the Borrower
may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been
received by the Auction Manager or (ii) the Borrower has failed to meet a condition set forth in
Section 2.21 of the Credit Agreement. Furthermore, in connection with any Auction, upon
submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any
Return Bid (including any component bid thereof) delivered to the Auction Manager may not be
modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the
conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and
conditions of Section 2.21 of the Credit Agreement are not met or waived. The purchase
price in respect of each Qualifying Bid for which purchase by a Purchasing Borrower Party is
required in accordance with the foregoing provisions shall be paid directly by such Purchasing
Borrower Party to the respective assigning Lender on a settlement date as determined jointly by
such Purchasing Borrower Party and the Auction Manager (which shall be not later than fifteen (15)
Business Days after the date Return Bids are due). The Borrower shall execute each applicable
Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as
to the form of documents and validity and eligibility of Term Loans that are the subject of an
Auction will be reasonably determined by the Auction Manager, in consultation with the Borrower,
and their determination will be final and binding so long as such determination is not inconsistent
with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. The
Auction Manager’s interpretation of the terms and conditions of the offering document, in
consultation with the Borrower, will be final and binding so long as such interpretation is not
inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit
I. None of the Administrative Agent, the Auction Manager, any other Agent Related Person or
any of their respective Affiliates assumes any responsibility for the accuracy or completeness of
the information concerning the Borrower, the Loan Parties, or any of their Affiliates (whether
contained in an offering document or otherwise) or for any failure to disclose events that may have
occurred and may affect the significance or accuracy of such information. This Exhibit I
shall not require the Borrower, any other Loan Party or any of their Affiliates to initiate any
Auction.



 


I-3









 







Exhibit J

to

Credit Agreement




Form of Sponsor PIK Note




THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.



WESTWOOD ONE, INC.




SENIOR SUBORDINATED UNSECURED PIK NOTE




			
	 	 	 
	[      ], 2011
	 	Original Principal Amount:
	 
	 	$[      ]






Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the
order of [      ] (together with any transferee permitted under the terms hereof, the
“Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or
such lesser principal amount then outstanding, together with interest thereon calculated in
accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “Note”).



This Note and any Notes subsequently issued by the Company and having substantially similar terms
are collectively referred to herein as the “Notes.” Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in Section 4
hereof.



ARTICLE 1 Payment of Interest. Interest shall accrue on a daily basis at the rate
(the “Interest Rate”) of 15% per annum, (x) for the first five (5) years after the Issue
Date, compounded quarterly, and payable on the Quarterly Interest Payments Dates (as defined
below), and (y) after the five (5) year anniversary of the Issue Date, compounded annually, and
payable on the six (6) year anniversary of the Issue Date and on the Maturity Date (as defined
below), in each case on the unpaid principal amount of this Note then outstanding (and any accrued
but unpaid interest that has previously compounded). Interest shall be computed on the basis of a
year of 365 days (366 days for a leap year) for the actual number of days elapsed. Interest
(including interest payable at the default rate pursuant to Section 3(b)(i)) shall be paid
in cash to the extent not prohibited by the Credit Agreements or by Section 13 hereof;
provided, however, to the extent cash interest is not permitted, interest shall be paid by adding
such interest to the principal amount outstanding under this Note. Interest shall be paid pursuant
to Section 2 of this Note.



 


J-1









 





ARTICLE 2 PAYMENT OF PRINCIPAL AND INTEREST.



Section 2.1 Scheduled Payment. The Company shall pay the outstanding principal amount
of this Note on [   ]27 (the “Maturity Date”), together with all accrued and
unpaid interest thereon.



Section 2.2 Optional Prepayments. The Company may, at any time and from time to time
without premium or penalty, prepay all or any portion of the outstanding principal amount of, or
interest on, this Note. In connection with each prepayment of principal hereunder, the Company
shall also pay all accrued and unpaid interest hereunder.



Section 2.3 Mandatory Prepayments. Upon the first to occur of (i) a Sale or (ii) a
complete liquidation of the Company, the Company shall pay, in cash, the outstanding principal
amount of this Note, together with all accrued and unpaid interest on the principal amount being
repaid.



Section 2.4 AHYDO Catch-Up Payment. On the last day of each “accrual period” that
ends after the fifth anniversary of the Issue Date, the Company shall pay an amount equal to the
difference between (i) the excess of (A) the sum of all interest that would be includible in gross
income with respect to this Note as of such date (including all original issue discount) over (B)
the sum of all cash interest payments made with respect to this Note on or prior to such date, and
(ii) the product of (A) this Note’s issue price (as defined in Sections 1273(b) and 1274(a) of the
Code) and (B) this Note’s yield to maturity, all such items to be calculated as required under
Section 163(i) of the Code, the timely payment of which hereunder shall cause this Note not to be
an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code
(or any successor provision of similar import).



Section 2.5 Application of Payments. Payments under this Note shall be applied as
follows: (i) first to the payment of accrued interest hereunder until all such interest is paid
and (ii) second to the repayment of the principal outstanding hereunder.



Section 2.6 Allocation of Payments. All payments of principal and interest by the
Company shall be applied to all outstanding Notes ratably in accordance with the unpaid principal
amount thereof.




ARTICLE 3 EVENTS OF DEFAULT.



Section 3.1 Definition. For purposes of this Note, an Event of Default shall be
deemed to have occurred if:




(a) The Company fails to pay when due and payable (whether at maturity or otherwise)
(A) the full amount of interest then accrued on this Note, (B) the full amount of any
principal payment on this Note; or




(b) The Company makes an assignment for the benefit of creditors or admits in writing
its inability to pay its debts generally as they become due; or an order, judgment or decree
is entered adjudicating the Company bankrupt or insolvent; or any order for relief with
respect to the Company is entered under the Bankruptcy Code; or the Company petitions or
applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator
of the Company, or of any substantial part of the assets of the Company, or commences any
proceeding relating to the Company under any bankruptcy reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any
such petition or application is filed, or any such proceeding is commenced, against the
Company and either (A) the Company by any act indicates its approval thereof, consent
thereto or acquiescence therein or (B) such petition, application or proceeding is not
dismissed within 60 days.


 





	 	 	 
	27	 	The date that is 6 years and 3 months from the date
the Merger is consummated.



 


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The foregoing shall constitute Events of Default whatever the reason or cause for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.




Section 3.2 Consequences of Events of Default.




(a) If any Event of Default has occurred and is continuing, the Interest Rate on this
Note shall increase immediately by an increment of two percentage points (2%) to the extent
permitted by law. Any increase of the Interest Rate resulting from the operation of this
subparagraph shall terminate as of the close of business on the date on which no Events of
Default exist (subject to subsequent increases pursuant to this subparagraph).




(b) If an Event of Default of the type described in Section 3(a)(ii) has
occurred, the aggregate principal amount of this Note (together with all accrued interest
thereon and all other amounts due and payable with respect thereto) shall become immediately
due and payable without any requirement of a notice, presentment or other action on the part
of the Holder, and the Company shall immediately pay to the Holder all amounts due and
payable with respect to this Note.




(c) If an Event of Default other than of the type described in Section 3(a)(ii)
has occurred, the aggregate principal amount of this Note (together with all accrued
interest thereon and all other amounts due and payable with respect thereto) may, at the
option of the holders of Notes with an aggregate outstanding principal amount representing a
majority of the aggregate principal amount of all Notes then outstanding (the “Majority
Noteholders”), become immediately due and payable, and the Company shall immediately pay
to the Holder all amounts due and payable with respect to this Note.




(d) The Company expressly agrees that this Note, or any payment hereunder, may be
extended from time to time and that the Holder hereof may accept security for this Note or
release security for this Note, all without in any way affecting the liability of the
Company hereunder.



ARTICLE 4 Definitions. For purposes of this Note, the following capitalized terms
have the following meaning:



“Bankruptcy Code” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.



“Capital Lease Obligation” means, at the time any determination is to be made, the amount
of the liability in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP.



“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



“Credit Agreements” means (a) the First Lien Credit Agreement, and (b) the Second Lien
Credit Agreement.



“Credit Facilities” means, one or more debt facilities (including, without limitation, the
Credit Agreements) or commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.


 


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“Designated Senior Debt” means the Credit Agreements.



“First Lien Agent” means General Electric Capital Corporation, as agent for the lenders
party to the First Lien Credit Agreement, together with its successor and permitted assigns in such
capacity, or any other Person appointed by the holders of indebtedness under and in accordance with
the First Lien Debt Documents as agent for purposes of the First Lien Debt Documents and
Section 13 hereof.



“First Lien Credit Agreement” means [ _____ ],28 as amended, modified, renewed,
refunded, replaced, restated or refinanced from time to time (including, without limitation, any
increase in principal amount or any extension of maturity).



“First Lien Debt Documents” means the First Lien Credit Agreement and all agreements,
documents and instruments executed from time to time in connection therewith, as the same may be
amended, restated, supplemented, replaced or otherwise modified from time to time.



“GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the date of this Note.



“Hedging Obligations” means, with respect to any specific Person, the obligations of such
Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements and (ii) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates, currency rates or commodity prices. 29



“Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); (3) in respect of banker’s acceptances; (4) representing Capital Lease Obligations; (5)
representing the balance deferred and unpaid of the purchase price of any property, except any such
balance that constitutes an accrued expense or trade payable; (6) representing any Hedging
Obligations; or (7) representing cash management obligations designated in the First Lien Debt
Documents as being secured by collateral securing the First Lien Credit Agreement, if and to the
extent any of the preceding items (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet of the specified Person prepared in accordance with
GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien
on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified
Person) and, to the extent not otherwise included, the guarantee by the specified Person of any
Indebtedness of any other Person.



“Issue Date” means the date first written above.



“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction.


 







	 	 	 
	28	 	First Lien Credit Facility to be described.

	 
	29	 	Secured cash management obligations TBD.



 


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“Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness and in all cases whether direct or indirect, absolute or contingent, now outstanding
or hereafter created, assumed or incurred and including, without limitation, interest accruing
subsequent to the filing of a petition in bankruptcy or the commencement of any Proceeding at the
rate provided in the relevant documentation, whether or not an allowed claim, and any obligation to
redeem or defease any of the foregoing.



“Payment-in-Kind Interest” means interest paid with respect to the Notes by increasing the
outstanding principal amount of the Notes in an amount equal to the amount of interest then due in
respect of such Notes.



“Permitted Junior Securities” means equity interests in the Company or debt securities that
are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to
substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior
Debt pursuant to this Note.



“Person” means an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust (including any beneficiary thereof), a joint venture,
an unincorporated organization and a governmental entity or any department, agency or political
subdivision thereof.



“Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership,
custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors,
appointment of a custodian, receiver, trustee or other officer with similar powers or any other
proceeding for the liquidation, dissolution or other winding up of a Person.



“Quarterly Interest Payment Date” means [         ].30




“Sale” means the sale of any or all of the Company to a Person who, alone or together with one or
more of its affiliates, acquires (i) capital stock or other equity interests of the Company
possessing the voting power to elect a majority of the board of directors of the Company (whether
by merger, consolidation, sale, or transfer of capital stock or other equity interests, as
applicable) or (ii) all or substantially all of the assets of the Company.



“Second Lien Agent” means [          ],31 as agent for the lenders party to the
Second Lien Credit Agreement, together with its successor and permitted assigns in such capacity,
or any other Person appointed by the holders of indebtedness under and in accordance with the
Second Lien Debt Documents as agent for purposes of the Second Lien Debt Documents and Section
13 hereof.



“Second Lien Credit Agreement” means [                    ],32 as amended, modified, renewed,
refunded, replaced, restated or refinanced from time to time (including, without limitation, any
increase in principal amount or any extension of maturity).


 







	 	 	 
	30	 	Actual quarterly payment dates will be inserted.

	 
	31	 	An entity designated by Macquarie Capital (USA) Inc.

	 
	32	 	Second Lien Credit Facility to be described.



 


J-5









 









“Second Lien Debt Documents” means the Second Lien Credit Agreement and all agreements,
documents and instruments executed from time to time in connection therewith, as the same may be
amended, restated, supplemented, replaced or otherwise modified from time to time.



“Senior Agent” means (a) until the indebtedness pursuant to the First Lien Debt Documents
is paid in full in cash (other than unasserted contingent indemnification obligations and any
unasserted contingent expense reimbursement obligations that, at such time, have not been incurred)
and all commitments to lend thereunder shall have been terminated, the First Lien Agent, then (b)
until the indebtedness pursuant to the Second Lien Debt Documents is paid in full in cash (other
than unasserted contingent indemnification obligations and any unasserted contingent expense
reimbursement obligations that, at such time, have not been incurred), the Second Lien Agent and
then (c) any other holder of Senior Debt at such time, or any agent on behalf of such holder.



“Senior Debt” means (i) all Indebtedness of the Company or any guarantor outstanding under
Credit Facilities and all Hedging Obligations with respect thereto, (ii) any other Indebtedness of
the Company unless the instrument under which such Indebtedness is incurred expressly provides that
it is on a parity with or subordinated in right of payment to the Notes, and (iii) all Obligations
with respect to the items listed in the preceding clauses (i) and (ii).
Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not include (w) any
liability for federal, state, local or other taxes owed or owing to the Company, (x) any
intercompany Indebtedness of the Company or any of its subsidiaries owing to the Company or any of
its affiliates; and (y) any trade payables.



“Senior Debt Documents” means the First Lien Debt Documents, the Second Lien Debt Documents
and all other agreements, documents and instruments executed from time to time in connection with
the Senior Debt, as the same may be amended, restated, supplemented, replaced or otherwise modified
from time to time.



ARTICLE 5 Amendment and Waiver. Except as otherwise expressly provided herein
(including, without limitation, in Section 13(m)), the provisions of this Note may be
amended and the Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only upon the written consent of the Majority Noteholders; provided
that the written consent of all Holders of Notes shall be required to (i) change the Maturity Date
of any Note, (ii) change the Interest Rate on any Note, (iii) change the principal amount of any
Note or (iv) amend, modify or waive any of Sections 2(c), 2(d), 2(f), 3(a)(i), 4 (including the
definitions set forth therein) or 13 of any Note or (v) amend or modify this Section 5 of any Note.



ARTICLE 6 Cancellation. After all principal and accrued interest at any time owed on
this Note has been paid in full in cash, this Note shall be surrendered to the Company for
cancellation and shall not be reissued.



ARTICLE 7 Payments. All payments in cash to be made to the Holder shall be made in
the lawful money of the United States of America in immediately available funds.



ARTICLE 8 Place of Payment. Payments of principal and interest shall be delivered to
the Holder at such address as is specified by prior written notice by the Holder.



ARTICLE 9 Governing Law. All questions concerning the construction, validity and
interpretation of this Note will be governed by and construed in accordance with the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule. Any litigation arising hereunder or related thereto shall be tried by the United States
District Court for the Southern District of New York, provided that if such litigation shall not be
permitted to be tried by such
court then such litigation shall be held in the state courts of New York sitting in New York
City. The Company, and for purposes of Section 13, the Noteholders, irrevocably consent to and
confer personal jurisdiction on the United States District Court for the Southern District of New
York, or, if (but only if) the litigation in question shall not be permitted to be tried by such
court, on the state courts of New York sitting in New York City, and expressly waives any objection
to the venue of such court, as the case may be.


 


J-6









 





ARTICLE 10 Waiver of Presentment, Demand and Dishonor. The Company hereby waives
presentment for payment, protest, demand, notice of protest, notice of nonpayment and diligence
with respect to this Note, and waives and renounces all rights to the benefits of any statute of
limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter
may be provided by any federal or applicable state statute, including but not limited to exemptions
provided by or allowed under the Bankruptcy Code, both as to itself and as to all of its property,
whether real or personal, against the enforcement and collection of the obligations evidenced by
this Note and any and all extensions, renewals, and modifications hereof.



ARTICLE 11 Business Days. If any payment is due, or any time period for giving notice
or taking action expires, on a day which is a Saturday, Sunday or legal holiday in the State of New
York, the payment shall be due and payable on, and the time period shall automatically be extended
to, the next business day immediately following such Saturday, Sunday or legal holiday, and
interest shall continue to accrue at the required rate hereunder until any such payment is made.



ARTICLE 12 Usury Laws. It is the intention of the Company and the Holder to conform
strictly to all applicable usury laws now or hereafter in force, and any interest payable under
this Note shall be subject to reduction to the amount not in excess of the maximum legal amount
allowed under the applicable usury laws as now or hereafter construed by the courts having
jurisdiction over such matters. If the maturity of this Note is accelerated by reason of an
election by the Holder resulting from an Event of Default, optional prepayment by the Company or
otherwise, then earned interest may never include more than the maximum amount permitted by law,
computed from the date hereof until payment, and any interest in excess of the maximum amount
permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of
the Holder either be rebated to the Company or credited on the principal amount of this Note, or if
this Note has been paid, then the excess shall be rebated to the Company. The aggregate of all
interest (whether designated as interest, service charges, points or otherwise) contracted for,
chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal
rate upon the unpaid principal balance of this Note remaining unpaid from time to time. If such
interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be
canceled automatically and, if theretofore paid, rebated to the Company or credited on the
principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated
to the Company.



ARTICLE 13 Subordination. Notwithstanding anything to the contrary set forth in this
Note:



Section 13.1 Agreement to Subordinate. The Company agrees, and the Holder by
accepting a Note agrees, that the obligations evidenced by the Notes are subordinated in right of
payment, to the extent and in the manner provided in this Section 13, to the prior payment in full
in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred,
assumed or guaranteed) (other than unasserted contingent indemnification obligations and any
unasserted contingent expense reimbursement obligations that, at such time, have not been
incurred), and that the subordination is for the benefit of the holders of Senior Debt. Each
holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred,
assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions
contained in this Section 13.


 


J-7









 





Section 13.2 Liquidation; Dissolution; Bankruptcy. Upon any distribution, whether in
cash, securities or other property, to creditors of the Company in a liquidation or dissolution of
the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding
relating to the Company or its property, in an assignment for the benefit of creditors or any
marshaling of the Company’s assets and liabilities:




(a) holders of Senior Debt shall be entitled to receive payment in full in cash (other
than unasserted contingent indemnification obligations and any unasserted contingent expense
reimbursement obligations that, at such time, have not been incurred) of all Obligations due
in respect of such Senior Debt (including interest after the commencement of any such
Proceeding at the rate specified in the applicable Senior Debt) before the Holder of the
Notes shall be entitled to receive any payment with respect to the Notes (except that the
Holder may receive (A) Permitted Junior Securities and (B) Payment-in-Kind Interest); and
until all Obligations with respect to Senior Debt (as provided in clause (i) above) are paid
in full in cash (other than unasserted contingent indemnification obligations and any
unasserted contingent expense reimbursement obligations that, at such time, have not been
incurred) and all commitments to lend under the Senior Debt Documents shall have been
terminated, any distribution to which the Holder would be entitled but for this Section
13 shall be made to the Senior Agent (except that holders of Notes may receive (A)
Permitted Junior Securities and (B) Payment-in-Kind Interest). The Holder irrevocably
authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee,
liquidator, custodian, conservator or other Person having authority, to pay or otherwise
deliver all such distributions to the Senior Agent. The Holder also irrevocably authorizes
and empowers the Senior Agent, in the name of the Holder, to demand, sue for, collect and
receive any and all such distributions.




(b) the Holder agrees not to initiate, prosecute or participate in any claim, action or
other proceeding challenging the enforceability, validity, perfection or priority of the
Senior Debt or any liens and security interests securing the Senior Debt;




(c) the Holder agrees to execute, verify, deliver and file any proofs of claim in
respect of this Note requested by the Senior Agent in connection with any such Proceeding
and hereby irrevocably authorizes, empowers and appoints the Senior Agent its agent and
attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure
of the Holder promptly to do so prior to 30 days before the expiration of the time to file
any such proof of claim; provided that Senior Agent shall have no obligation to
execute, verify, deliver and/or file any such proof of claim; and




(d) The Senior Debt shall continue to be treated as Senior Debt and the provisions of
this Section 13 shall continue to govern the relative rights and priorities of the
holders of Senior Debt and the Holder even if all or part of the Senior Debt or the security
interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or
disallowed in connection with any such Proceeding, and the provisions of this Section
13 shall be reinstated if at any time any payment of any of the Senior Debt is rescinded
or must otherwise be returned by any holder of Senior Debt or any representative of such
holder.



Section 13.3 Payment Restrictions. The Company may not make any payment or
distribution, whether in cash, securities or other property, to any Holder in respect of
Obligations with respect to the Notes and may not acquire from any Holder any Notes for cash or
property (other than (i) Permitted Junior Securities and (ii) Payment-in-Kind Interest) until all
principal and other Obligations with respect to the Senior Debt have been paid in full in cash
(other than unasserted contingent indemnification obligations and any unasserted contingent expense
reimbursement obligations that, at such time, have not
been incurred) and all commitments to lend under the Senior Debt Documents shall have been
terminated if (x) a default on Designated Senior Debt has occurred and is continuing or (y) such
payment or distribution is not permitted by one or both Credit Agreements at such time.


 


J-8









 





Section 13.4 Remedies Block. Until the Senior Debt is paid in full in cash (other
than unasserted contingent indemnification obligations and any unasserted contingent expense
reimbursement obligations that, at such time, have not been incurred) and all commitments to lend
under the Senior Debt Documents shall have been terminated, the Holder shall not, without the prior
written consent of the agent or representative under any Senior Debt (including the Senior Agent),
(i) sue for payment of, or to initiate or participate with others in any suit, action or proceeding
against the Company (A) to enforce payment of or to collect the whole or any part of this Note or
(B) to commence judicial enforcement of any of the rights and remedies under this Indenture or
applicable law with respect to this Note, or (ii) accelerate the Notes (it being understood that
the Notes will automatically accelerate in the case of an Event of Default of the type set forth in
Section 3(a)(ii)). Notwithstanding anything to the contrary in this Section 13(d), the Holders may
take any of the actions set forth in clauses (i) and (ii) of this Section
13(d) to the extent available under this Note and applicable law, after the first to occur of:
(x) the acceleration of any Senior Debt; provided, however, that the Senior Agent shall have
received ten (10) days’ prior written notice of the Holder’s intention to effect such acceleration,
(y) the date of initiation of any Proceeding or institution or commencement of any remedies against
the Company in respect of the Senior Debt to foreclose upon a material portion or item of
collateral and (z) the date the Senior Debt is paid in full in cash (other than unasserted
contingent indemnification obligations and any unasserted contingent expense reimbursement
obligations that, at such time, have not been incurred) and all commitments to lend under the
Senior Debt Documents shall have been terminated. Notwithstanding the foregoing, the Holder may
(x) vote a claim and file proofs of claim against any Company in any Proceeding involving a
Company, (y) commence legal proceedings to the extent necessary to prevent the running of
applicable statutes of limitation or similar restrictions on claims and (z) make compulsory cross
claims or counterclaims. Any distributions or other proceeds of any enforcement action described
in clauses (i) and (ii) of the immediately preceding sentence obtained by the
Holder in violation of the foregoing prohibition shall in any event be held in trust by it for the
benefit of the Senior Agent and promptly paid or delivered to the Senior Agent in the form received
until all Senior Debt is paid in full in cash (other than unasserted contingent indemnification
obligations and any unasserted contingent expense reimbursement obligations that, at such time,
have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been
terminated.



Section 13.5 Acceleration of Notes. If payment of this Note is accelerated because of
an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.



Section 13.6 When Distribution Must Be Paid Over. In the event that the Holder
receives any payment or other distribution, whether in cash, securities or other property, on
account of any Obligations with respect to this Note not permitted to be made by the Company or
accepted by the Holder under this Section 13, such payment or other distribution shall not be
commingled with any of the assets of the Holder and shall be held by the Holder, in trust for the
benefit of the Senior Agent, and shall promptly be paid over and delivered to, the Senior Agent,
for application to the payment of all Obligations with respect to Senior Debt remaining unpaid
until all the Senior Debt is paid in full in cash (other than unasserted contingent indemnification
obligations and any unasserted contingent expense reimbursement obligations that, at such time,
have not been incurred) and all commitments to lend under the Senior Debt Documents have been
terminated.



Section 13.7 Notice by Company. The Company shall promptly notify Holder of any facts
known to the Company that would cause a payment of any Obligations with respect to this Note to
violate
this Section 13, but failure to give such notice shall not affect the subordination of this
Note to the Senior Debt as provided in this Section 13.


 


J-9









 





Section 13.8 Subrogation. After all Senior Debt is paid in full in cash (other than
unasserted contingent indemnification obligations and any unasserted contingent expense
reimbursement obligations that, at such time, have not been incurred) and all commitments to lend
under the Senior Debt Documents have been terminated and until the Note is paid in full, the Holder
shall be subrogated (equally and ratably with all other Indebtedness pari passu with this Note) to
the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the Holder have been applied to the payment of
Senior Debt. A distribution made under this Section 13 to holders of Senior Debt that otherwise
would have been made to the Holder is not, as between the Company and the Holder, a payment by the
Company on the Notes.



Section 13.9 Relative Rights. This Section 13 defines the relative rights of the
Holder and holders of Senior Debt. Nothing in this Section 13 shall:




(a) impair, as between the Company and the Holder, the obligation of the Company, which
is absolute and unconditional, to pay principal of and interest on this Note in accordance
with its terms;




(b) affect the relative rights of the Holder and creditors of the Company other than
their rights in relation to holders of Senior Debt; or




(c) prevent Holder from exercising its available remedies upon an Event of Default,
subject to the limitations set forth herein.



Section 13.10 Payment. If the Company fails because of this Section 13 to pay
principal of or interest on a Note on the due date, the failure is still an Event of Default.



Section 13.11 Subordination May Not Be Impaired by Company. No right of any holder of
Senior Debt to enforce the subordination of the Indebtedness evidenced by this Note shall be
impaired by any act or failure to act by the Company or the Holder or by the failure of the Company
or the Holder to comply with this Section 13.



Section 13.12 Distribution or Notice to Representative. Whenever a distribution is to
be made or a notice given to holders of Senior Debt, the distribution shall be made and the notice
given to the Senior Agent. Upon any payment or distribution of assets of the Company referred to
in this Section 13, the Holder shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction or upon any certificate of the Senior Agent or of the liquidating trustee
or agent or other Person making any distribution to the Holder for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior Debt and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Section 13.



Section 13.13 Amendments. The provisions of this Section 13 shall not be amended or
modified without the prior written consent of the requisite holders of each issue of Senior Debt
and shall not be affected, modified or impaired in any manner or to any extent by any amendment or
modification of or supplement to the Credit Agreements.



Section 13.14 No Collateral or Guaranties. Until the Senior Debt is paid in full in
cash (other than unasserted contingent indemnification obligations and any unasserted contingent
expense
reimbursement obligations that, at such time, have not been incurred) and all commitments to
lend under the Senior Debt Documents shall have been terminated, the Holder shall not, without the
prior written consent of the Senior Agent, accept any collateral, guaranties or other security or
similar third party support agreements for the Note.


 


J-10









 





Section 13.15 Modifications to Senior Debt Documents. Any holder of Senior Debt may
at any time and from time to time without the consent of or notice to the Holder, without incurring
liability to the Holder and without impairing or releasing the obligations of the Holder under this
Note, change the manner or place of payment or extend the time of payment of or renew or alter any
of the terms of the Senior Debt, or amend in any manner any agreement, note, guaranty or other
instrument evidencing or securing or otherwise relating to the Senior Debt.



Section 13.16 Assignments of Senior Debt. The holders of the Senior Debt may, from
time to time, assign or transfer any or all of the Senior Debt or any interest therein to any
Person in accordance with the applicable Senior Debt Documents and, notwithstanding any such
assignment or transfer, or any subsequent assignment or transfer, the Senior Debt shall, subject to
the terms hereof, be and remain Senior Debt for purposes of this Section 13, and every permitted
assignee or transferee of any of the Senior Debt or of any interest therein shall, to the extent of
the interest of such permitted assignee or transferee in the applicable Senior Debt Documents, be
entitled to rely upon and be the third party beneficiary of the subordination provided under this
Section 13 and shall be entitled to enforce the terms and provisions hereof to the same extent as
if such assignee or transferee were initially a party hereto; provided that, with respect to any
payments or property that the Holder is required to deliver to the Senior Agent, the Holder shall
be permitted to pay the Person that the Holder most recently received notice from the Senior Agent
to deliver such payments or property to and the Holder shall not be liable to any such permitted
assignee or transferee for delivering any such payment or property to such Person.



Section 13.17 Third Party Beneficiary. The Holder expressly acknowledges and agrees
that each holder of Senior Debt is an intended third party beneficiary of the subordination
provided under this Section 13; provided, that each such holder of Senior Debt shall comply with
its obligation to provide notice in accordance with Section 16 of this Note.



ARTICLE 14 Assignments of this Note. Until the Senior Debt has been paid in full in
cash (other than unasserted contingent indemnification obligations and any unasserted contingent
expense reimbursement obligations that, at such time, have not been incurred) and all commitments
to lend under the Senior Debt Documents have been terminated, the provisions of this Note
(including, for the avoidance of doubt, the subordination provisions in Section 13) shall be
binding on any successors and assigns or other transferees of this Note; provided,
however, that (a) the Company may not assign this Note or any rights or duties hereunder
without the Holder’s prior written consent and any prohibited assignment shall be absolutely void
ab initio and (b) the Holder shall provide the Senior Agent notice in accordance with the notice
provisions set forth in Section 16 promptly after making any assignment of this Note.



ARTICLE 15 Severability. In the event that any provision of this Note is deemed to be
invalid, illegal or unenforceable by reason of the operation of any law or by reason of the
interpretation placed thereon by any court or governmental authority, the validity, legality and
enforceability of the remaining provisions of this Note shall not in any way be affected or
impaired thereby, and the affected provision shall be modified to the minimum extent permitted by
law so as most fully to achieve the intention of this Note.


 


J-11









 





ARTICLE 16 Notices. Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing and may be
personally served,
or sent by facsimile or United States of America mail or courier service and shall be deemed
to have been given when delivered in person or by courier service, upon receipt of facsimile in
complete and legible form, or three Business Days after depositing it in the United States of
America mail with postage prepaid and properly addressed; provided that notices to the
Holder shall not be effective until received. For the purposes hereof, the address of Payee, the
Holder, the First Lien Agent and the Second Lien Agent shall be (a) as set forth below or (b) such
other address as shall be designated by such Person in a written notice delivered to the other
parties hereto (and, with respect to any new address designation of the Holder, to the Senior Agent
for purposes of Section 13(p)). If any other holder of the Senior Debt shall become the Senior
Agent, such holder shall deliver its address to the Holder pursuant to this Section 16.



	 	 	 
	COMPANY
	 	FIRST LIEN AGENT
	 
	 	 
	Westwood One, Inc.
	 	General Electric Capital Corporation
	[address]
	 	[address]
	 	 	 
	HOLDER	 	 
	 	 	 
	SECOND LIEN AGENT

	[Name]
	 	[Name]
	[address]
	 	[address]






[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




* * * * *



 


J-12









 







IN WITNESS WHEREOF, the Company has executed and delivered this Note on the date first written
above.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




The undersigned hereby agrees to the provisions of Section 13.



	 	 	 	 	 
	[HOLDER]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 


J-13









 







Exhibit K

to

Credit Agreement




Solvency Certificate




October [•], 2011




This Solvency Certificate is being executed and delivered pursuant to Section 3.1(h)
of that certain Credit Agreement dated as of the date hereof, by and among Westwood One, Inc., a
Delaware corporation (the “Borrower”), the Lenders (as defined below), the L/C Issuer (as
defined below) General Electric Capital Corporation (“GE Capital”), as administrative agent
and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its
successors and permitted assigns, the “Administrative Agent”) and ING Capital LLC, as
syndication agent (the “Syndication Agent”) (the “Credit Agreement”; capitalized
terms used herein without definition shall have the meaning assigned to them in the Credit
Agreement).



I, [•], the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, in
such capacity and not in an individual capacity, hereby certify that I am the [Chief Financial
Officer][President][Chief Executive Officer] of the Borrower and that I am generally familiar with
the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such
other investigations and inquiries as I have deemed appropriate and am duly authorized to execute
this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement.



I further certify, in my capacity as [Chief Financial Officer][President][Chief Executive
Officer] of the Borrower, and not in my individual capacity, as of the date hereof and after giving
effect to the Acquisition and the incurrence of the indebtedness and obligations being incurred in
connection with the Credit Agreement and any other funded indebtedness incurred to consummate the
Acquisition, that, (i) the fair value of the assets of the Borrower and its Subsidiaries, on a
consolidated basis, is greater than the total amount of liabilities, including contingent
liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (ii) the present fair
saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not
less than the amount that will be required to pay the probable liability of the Borrower and its
Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and
matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in
business or a transaction, and are not about to engage in business or a transaction, for which the
Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably
small capital; and (iv) the Borrower and its Subsidiaries do not intend to, and do not believe that
they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such
debts and liabilities as they mature. For the purposes hereof, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).



[Remainder of page intentionally left blank]



 


K-1









 








IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	[                    ] 	 
	 	 	Title:  	[Chief Financial Officer][President]

[Chief Executive Officer] 	 
	 



 


K-2









 







Exhibit L

to

Credit Agreement




Affiliated Lender Assignment Agreement





This Assignment, dated as of the Effective Date, is entered into between the Assignor and the
Assignee (each as defined below).



The parties hereto hereby agree as follows:



	 	 	 
	Borrower:

	 	Westwood One, Inc., a Delaware corporation (the “Borrower”)
	 
	 	 
	Administrative Agent:

	 	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and
L/C Issuers (in such capacity and together with its successors and permitted assigns, the
“Administrative Agent”)

	 
	 	 
	Credit Agreement:

	 	Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders and L/C Issuers party
thereto, the Administrative Agent and ING Capital, LLC, as syndication agent (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein without definition are used as defined in the Credit Agreement)

	 
	 	 
	[Trade Date:

	 	                                        ,                     ]33
	 
	 	 
	Effective Date:

	 	                                        ,                     34





 







	 	 	 
	33	 	Insert for informational purposes only if needed to
determine other arrangements between the assignor and the assignee.

	 
	34	 	To be filled out by Administrative Agent upon entry in
the Register.



 


EXHIBIT L-1









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate amount of	 	 	Aggregate amount of	 	 	 	 
	 	 	Commitments or	 	 	Commitments37 or	 	 	 	 
	 	 	principal amount of	 	 	principal amount of	 	 	 	 
	Facility Assigned35	 	Loans for all Lenders36	 	 	Loans Assigned	 	 	Percentage Assigned38	 
	 
	 	$	                    	 	 	$	                    	 	 	 	_____.                    	%
	 
	 	$	                    	 	 	$	                    	 	 	 	_____.                    	%
	 
	 	$	                    	 	 	$	                    	 	 	 	_____.                    	%






[The Remainder of this Page Was Intentionally Left Blank]



 







	 	 	 
	35	 	Fill in the appropriate defined term for the type of
facilities under the Credit Agreement that are being assigned under this
Assignment. (e.g., “Revolving Credit Facility”, “Term Loan Facility”, etc.)

	 
	36	 	In the case of the Revolving Credit Facility, includes
Revolving Loans and interests, participations and obligations to participate in
L/C Obligations and Swing Loans.

	 
	37	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date. The aggregate amounts are inserted for informational purposes
only to help in calculating the percentages assigned which, themselves, are for
informational purposes only.

	 
	38	 	Set forth, to at least 9 decimals, the Assigned
Interest as a percentage of the aggregate Commitment or Loans in the Facility.
This percentage is set forth for informational purposes only and is not
intended to be binding. The assignments are based on the amounts assigned not
on the percentages listed in this column.



 


EXHIBIT L-2









 









1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby
purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender
under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other
Loan Documents, in each case to the extent related to the amounts identified above (the
“Assigned Interest”).



2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents
and warrants to Assignee and the Administrative Agent that (i) it has full power and authority, and
has taken all actions necessary for it, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned
Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims,
and (iii) by executing, signing and delivering this Assignment via ClearPar® or any
other electronic settlement system designated by the Administrative Agent, the Person signing,
executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the
Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other
representation or warranty and assumes no responsibility, including with respect to the aggregate
amount of the Facilities, the percentage of the Facilities represented by the amounts assigned, any
statements, representations and warranties made in or in connection with any Loan Document or any
other document or information furnished pursuant thereto, the execution, legality, validity,
enforceability or genuineness of any Loan Document or any document or information provided in
connection therewith and the existence, nature or value of any Collateral, (c) assumes no
responsibility (and makes no representation or warranty) with respect to the financial condition of
any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any
obligation under any Loan Document or any document provided in connection therewith and (d)
attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor
(or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the
Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e)
of the Credit Agreement.



3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents
and warrants to Assignor and the Administrative Agent that (i) it has full power and authority, and
has taken all actions necessary for Assignee, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby, (ii) it is an Affiliated Lender, (iii) it is
sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in
making the decision for such assignment is experienced in acquiring assets of such type, (iv) by
executing, signing and delivering this Assignment via ClearPar® or any other electronic
settlement system designated by the Administrative Agent, the Person signing, executing and
delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and
is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the
Administrative Agent to take such action as administrative agent and collateral agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall
perform in accordance with their terms all obligations that, by the terms of the Loan Documents,
are required to be performed by it as a Lender, (d) confirms it has received such documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and shall continue to make its own credit decisions in taking or not taking any
action under any Loan Document independently and without reliance upon any Secured Party and based
on such documents and information as it shall deem appropriate at the time, (e) acknowledges and
agrees that, as a Lender, it may receive material non-public information and confidential
information concerning the Loan Parties and their Affiliates and Securities and agrees to use such
information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its
applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if
applicable) the address (and offices, if applicable) set forth beneath its name on the signature
pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500
to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement
and
(h) to the extent required pursuant to Section 2.17(f) of the Credit Agreement,
attaches two completed originals of Forms W-8ECI, W-8BEN or W-9 and (i) the sale and assignment of
the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement
(either by satisfaction or waiver of such requirements).


 


EXHIBIT L-3









 





4. Determination of Effective Date; Register. Following the due execution and
delivery of this Assignment by Assignor, Assignee and, to the extent required by Section
11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will
be delivered to the Administrative Agent for its acceptance (to the extent required in Section
11.2(b) of the Credit Agreement) and recording in the Register. The effective date of this
Assignment (the “Effective Date”) shall be the later of (i) to the extent required in
Section 11.2(b) of the Credit Agreement, the acceptance of this Assignment by the
Administrative Agent and (ii) the recording of this Assignment in the Register. The Administrative
Agent shall insert the Effective Date, when known, in the space provided therefor at the beginning
of this Assignment.



5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment, have the rights and obligations of a
Lender under the Credit Agreement (subject to the provisions of Sections 11.2(g) and
11.23) and (b) Assignor shall, to the extent provided in this Assignment, relinquish its
rights (except those surviving the termination of the Commitments and payment in full of the
Obligations) and be released from its obligations (except those surviving the termination of the
Commitments and payment in full of the Obligations) under the Loan Documents other than those
obligations relating to events and circumstances occurring prior to the Effective Date.



6. Distribution of Payments. On and after the Effective Date, the Administrative
Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in
the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to
the Assignee.



7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to
certain provisions of the Credit Agreement, including Sections 1.5
(Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15
(Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be
binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and
their Related Persons and their successors and assigns. This Assignment shall be governed by, and
be construed and interpreted in accordance with, the law of the State of New York. This Assignment
may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart. Delivery of an executed signature page
of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as
delivery of a manually executed counterpart of this Assignment.



[Signature Pages Follow]



 


EXHIBIT L-4









 







IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	[NAME OF ASSIGNOR]

        as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	[NAME OF ASSIGNEE]

        as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





[Lending office for Eurodollar Rate Loans]:39




[Insert Address (including contact name, fax number and e-mail address)]


 







	 	 	 
	39	 	Lending office information only applicable for Debt
Fund Affiliates, but notice information should also be provided for Non-Debt
Fund Affiliates and Purchasing Borrower Parties.



 


EXHIBIT L-5









 









	 	 	 	 	 
	ACCEPTED and AGREED this ______ day of                                          :	 	 
	 
	 	 	 	 
	[GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]40	 	 
	 
	 	 	 	 
	[WESTWOOD ONE, INC.41	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]	 	 
	 
	 	 	 	 
	[                                        , as 

L/C Issuer	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]42	 	 
	 
	 	 	 	 
	[GENERAL ELECTRIC CAPITAL CORPORATION, as Swingline Lender	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]43	 	 





 







	 	 	 
	40	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	41	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	42	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	43	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.



 


EXHIBIT L-6









 









Exhibit M

to

Credit Agreement




Form Intercompany Subordination Provisions




[Non-Loan Party] agrees that any intercompany Indebtedness or other intercompany payables or
receivables, or intercompany advances directly or indirectly made by or owed to [non-Loan Party] by
[Loan Party] (collectively, “Intercompany Debt”), of whatever nature at any time
outstanding shall be subordinate in right of payment to the prior payment in full in cash of the
Obligations (other than unasserted contingent indemnification obligations and unasserted
reimbursement obligations). [Non-Loan Party] hereby agrees that it will not following written
notice by the Administrative Agent (and in any case without notice following the occurrence and
during the continuance of any Event of Default under Section 9.1(e) of the Credit Agreement), while
any Event of Default is continuing, accept any payment, including by any offset, on any
Intercompany Debt until the Termination Date (as defined in the Guaranty and Security Agreement).



In the event that any payment on any Intercompany Debt shall be received by [non-Loan Party] other
than as permitted hereby prior to the Termination Date, [non-Loan Party] shall receive such
payments and hold the same in trust for, segregate the same from its own assets and shall promptly
pay over to, the Administrative Agent for the benefit of the Administrative Agent and the Lenders
all such sums to the extent necessary so that Administrative Agent and the Lenders shall have been
paid in full, in cash, all Obligations (other than contingent indemnification obligations and
unasserted expense reimbursement obligations) owed or which may become owing by [Loan Party].



Upon any payment or distribution of any assets of [Loan Party] of any kind or character, whether in
cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation,
administration, examinership or other winding-up of [Loan Party] or in the event of any proceeding
under the Bankruptcy Code or any similar bankruptcy laws, in which [Loan Party] is a debtor, the
Administrative Agent and the Lenders shall first be entitled to receive payment in full in cash, in
accordance with the terms of the Obligations and of this Agreement and the Credit Agreement, of all
amounts payable under or in respect of such Obligations owing by [Loan Party], before any payment
or distribution is made on, or in respect of, any Intercompany Debt, in any such proceeding under
the Bankruptcy Code or any similar bankruptcy laws, any distribution or payment, to which
Administrative Agent (for the benefit of the Administrative Agent and the Lenders) to the extent
necessary to pay all such Obligations owing by [Loan Party] in full in cash, after giving effect to
any concurrent or previous payment or distribution to the Administrative Agent and the Lenders (or
to the Administrative Agent for the benefit of the Administrative Agent and the Lenders), in each
case, other than contingent indemnification obligations and unasserted expense reimbursement
obligations).



Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement,
dated as of October 21, 2011, among Westwood One, Inc., the Lenders and L/C Issuers party thereto,
General Electric Capital Corporation, as administrative agent and ING Capital, LLC, as syndication
agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.




 


EXHIBIT M-1