Exhibit 10.7





Exhibit 10.7




Verge Media Companies, Inc.

15303 Ventura Boulevard, Suite 1500

Sherman Oaks, CA 91403




October 21, 2011




Westwood One, Inc.

1166 Avenue of the Americas, 10th Floor

New York, NY 10036

Attention: Chief Executive Officer





RE: Merger Agreement



Reference is hereby made to that certain Merger Agreement, dated as of July 30, 2011 (as
modified by that certain letter agreement dated August 13, 2011 among the parties thereto, the
"Merger Agreement”), by and among Westwood One, Inc. (“Parent”), Radio Network Holdings, LLC
(“Merger Sub”), and Verge Media Companies, Inc. (the “Company”). Capitalized terms used but not
defined herein shall have the respective meanings given to such terms in the Merger Agreement. In
connection with the consummation of the transactions contemplated by the Merger Agreement, each of
Parent, Merger Sub and the Company agrees as follows:




	1.	 	Each of the parties hereto acknowledges and agrees that, pursuant to Section 7.2 of the
Merger Agreement, when the Merger is consummated, the Surviving Entity is to reimburse Parent
and the Company for all reasonable documented out-of-pocket fees and expenses incurred by
Parent or the Company, and that, prior to the date hereof, Parent has paid an aggregate of
$1,563,855.09 in such fees and expenses and the Company has paid an aggregate of $536,985.00
of such fees and expenses, in each case as set forth on Schedule A attached hereto
(collectively, the “Prepaid Expenses”). Each of the parties hereto agrees that, in lieu of
having the Surviving Entity reimburse Parent and the Company for their respective portions of
the Prepaid Expenses (which each of the parties hereto waives any right to by execution of
this letter agreement), such Prepaid Expenses shall instead be included in such parties’
calculation of Net Indebtedness for all purposes under the Merger Agreement, and the
definition of Net Indebtedness be deemed to be defined as follows:







“‘Net Indebtedness’ means, with respect to any Person(s),
all Indebtedness of such Person(s), minus (i) the amount by which
such Person(s)’ cash and Cash Equivalents (determined in each case
in accordance with GAAP) exceeds $3,000,000, plus (ii) the amount by
which such Person(s)’ cash and Cash Equivalents (determined in each
case in accordance with GAAP) is less than $3,000,000, minus (iii)
such Person(s)’ Prepaid Expenses (as defined in that certain letter
agreement, dated October 21, 2011, among the parties hereto).
Notwithstanding the foregoing or anything else contained herein, the
items identified as of the date hereof on Section A to the
Company Disclosure Letter shall be excluded from the calculation of
Net Indebtedness of the Company and its Retained Subsidiaries and
the items identified as of the date hereof on
Section A to the Parent Disclosure Letter shall be excluded
from the calculation of Net Indebtedness of Parent and its Retained
Subsidiaries.”


 


 









 






	2.	 	Each of the parties hereto acknowledges and agrees that, for all purposes under the Merger
Agreement, the definition of Indebtedness be deemed to defined as follows:







“‘Indebtedness’ means, with respect to any Person at any
date, without duplication: (i) all obligations of such Person for
borrowed money; (ii) all obligations of such Person evidenced by
bonds, debentures or notes (other than any surety bonds or similar
instruments issued in the ordinary course of business); (iii) all
obligations in respect of letters of credit, to the extent drawn,
and bankers’ acceptances issued for the account of such Person; (iv)
obligations for the deferred purchase price of property or services
with respect to which such Person is liable, contingently or
otherwise (other than trade payables and other current liabilities
incurred in the ordinary course of business which are not more than
six (6) months past due), which, for the avoidance of doubt, shall
include, in the case of Parent, an amount equal to $2,045,319.30 in
respect of the undisputed portion of amounts owed under the Stock
Purchase Agreement, dated as of April 29, 2011, by and between
Parent and Clear Channel Acquisition LLC (the “CCU Stock
Purchase Agreement”) (with all other amounts owed under the CCU
Stock Purchase Agreement being excluded); (v) any indebtedness
guaranteed in any manner by such Person (including guaranties in the
form of an agreement to repurchase or reimburse); (vi) obligations
of such Person under or pursuant to any capital leases; and (vii)
any accrued and unpaid interest related to any of the foregoing and
prepayment premiums or penalties related to any of the foregoing
that are due or become due as a result of the consummation of the
Merger or the prepayment of such Indebtedness pursuant to
Section 2.9; provided that in no event shall Indebtedness of
any party include Indebtedness of such party owing to any of its
Retained Subsidiaries or Indebtedness of any of its Retained
Subsidiaries owing to it or any of its other Retained Subsidiaries.
For the avoidance of doubt, any reference herein to Indebtedness of
any party shall not include any Indebtedness of its Excluded
Entities.”



Other than as expressly modified herein, the Merger Agreement shall remain in full force and
effect. This letter agreement shall be binding upon the parties hereto and their respective
successors and assigns. This letter agreement may not be amended or any provision hereof waived or
modified except by an instrument in writing signed by each of the parties hereto. This letter
agreement shall be governed by, and construed in accordance with, the laws of the state of
Delaware. This letter agreement may be executed in any number of counterparts, each of which shall
be an original and all of which, when taken together, shall constitute one agreement. Delivery of
an executed counterpart of a signature page of this letter agreement by facsimile transmission or
other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually
executed counterpart of this letter agreement.



[Signature Page Follows]



 


 









 







	 	 	 	 	 
	 	Very truly yours,



VERGE MEDIA COMPANIES, INC.

 	 
	 	By:  	/s/ Neal Schore
 	 
	 	 	Name:  	Neal Schore 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




Acknowledged and agreed:



	 	 	 	 	 	 	 
	WESTWOOD ONE, INC.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ David Hillman	 	 
	 	 	 	 	 
	 

	 	Name:
	 	David Hillman	 	 
	 

	 	Title:
	 	GC and CAO	 	 
	 
	 	 	 	 	 	 
	RADIO NETWORK HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	By: Westwood One, Inc.	 	 
	Its: Sole Member	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ David Hillman	 	 
	 	 	 	 	 
	 

	 	Name:
	 	David Hillman	 	 
	 

	 	Title:
	 	GC and CAO	 	 






[Signature Page to Letter Agreement]