Exhibit 10.3





Exhibit 10.3




EXECUTION VERSION




$85,000,000




SECOND LIEN CREDIT AGREEMENT




Dated as of October 21, 2011




among




WESTWOOD ONE, INC., AS BORROWER




THE LENDERS PARTY HERETO




and




CORTLAND CAPITAL MARKET SERVICES LLC,

AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT




and




MACQUARIE CAPITAL (USA) INC.,

AS SYNDICATION AGENT




♦ ♦ ♦




MACQUARIE CAPITAL (USA) INC.,



AS SOLE LEAD ARRANGER AND SOLE LEAD BOOKRUNNER



 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Defined Terms
	 	 	1	 
	Section 1.2 UCC Terms
	 	 	31	 
	Section 1.3 Accounting Terms and Principles
	 	 	31	 
	Section 1.4 Payments
	 	 	31	 
	Section 1.5 Interpretation
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 2 THE TERM LOANS
	 	 	33	 
	 
	 	 	 	 
	Section 2.1 The Commitments
	 	 	33	 
	Section 2.2 Borrowing Procedures
	 	 	33	 
	Section 2.3 [Reserved]
	 	 	33	 
	Section 2.4 [Reserved]
	 	 	33	 
	Section 2.5 Termination of the Commitments
	 	 	33	 
	Section 2.6 Repayment of Term Loans
	 	 	33	 
	Section 2.7 Optional Prepayments
	 	 	33	 
	Section 2.8 Mandatory Prepayments
	 	 	34	 
	Section 2.9 Interest
	 	 	35	 
	Section 2.10 Conversion and Continuation Options
	 	 	36	 
	Section 2.11 Fees
	 	 	36	 
	Section 2.12 Application of Payments; Prepayment Premium
	 	 	36	 
	Section 2.13 Payments and Computations
	 	 	37	 
	Section 2.14 Evidence of Debt
	 	 	38	 
	Section 2.15 Suspension of Eurodollar Rate Option
	 	 	40	 
	Section 2.16 Breakage Costs; Increased Costs; Capital Requirements
	 	 	40	 
	Section 2.17 Taxes
	 	 	42	 
	Section 2.18 Substitution of Lenders
	 	 	45	 
	 
	 	 	 	 
	ARTICLE 3 CONDITIONS TO TERM LOANS
	 	 	46	 
	 
	 	 	 	 
	Section 3.1 Conditions Precedent to Term Loans
	 	 	46	 
	Section 3.2 Determinations of Borrowing Conditions
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES
	 	 	51	 
	 
	 	 	 	 
	Section 4.1 Corporate Existence; Compliance with Law
	 	 	51	 
	Section 4.2 Loan and Related Documents
	 	 	51	 
	Section 4.3 Ownership of Group Members
	 	 	52	 
	Section 4.4 Financial Statements
	 	 	52	 
	Section 4.5 Material Adverse Effect
	 	 	53	 
	Section 4.6 Solvency
	 	 	53	 
	Section 4.7 Litigation
	 	 	53	 
	Section 4.8 Taxes
	 	 	54	 
	Section 4.9 Use of Proceeds; Margin Regulations
	 	 	54	 
	Section 4.10 No Burdensome Obligations; No Defaults
	 	 	54	 
	Section 4.11 Investment Company Act, Etc.
	 	 	54	 
	Section 4.12 Labor Matters
	 	 	55	 






SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 4.13 ERISA
	 	 	55	 
	Section 4.14 Environmental Matters
	 	 	55	 
	Section 4.15 Intellectual Property
	 	 	56	 
	Section 4.16 Title; Real Property
	 	 	56	 
	Section 4.17 Full Disclosure
	 	 	56	 
	Section 4.18 Patriot Act
	 	 	57	 
	Section 4.19 Mortgages
	 	 	57	 
	Section 4.20 Insurance
	 	 	57	 
	Section 4.21 Collateral Documents
	 	 	57	 
	Section 4.22 Compliance with OFAC Rules and Regulations
	 	 	57	 
	Section 4.23 Brokers’ Fees; Transaction Fees
	 	 	57	 
	Section 4.24 Acquisition Documentation
	 	 	58	 
	 
	 	 	 	 
	ARTICLE 5 FINANCIAL COVENANTS
	 	 	58	 
	 
	 	 	 	 
	Section 5.1 Maximum Consolidated Leverage Ratio
	 	 	58	 
	Section 5.2 Minimum Consolidated Interest Coverage Ratio
	 	 	59	 
	Section 5.3 Capital Expenditures
	 	 	59	 
	 
	 	 	 	 
	ARTICLE 6 REPORTING COVENANTS
	 	 	60	 
	 
	 	 	 	 
	Section 6.1 Financial Statements
	 	 	60	 
	Section 6.2 Other Events
	 	 	62	 
	Section 6.3 Copies of Notices and Reports
	 	 	63	 
	Section 6.4 Taxes
	 	 	63	 
	Section 6.5 Labor Matters
	 	 	63	 
	Section 6.6 ERISA Matters
	 	 	63	 
	Section 6.7 Environmental Matters
	 	 	64	 
	Section 6.8 Other Information
	 	 	64	 
	 
	 	 	 	 
	ARTICLE 7 AFFIRMATIVE COVENANTS
	 	 	64	 
	 
	 	 	 	 
	Section 7.1 Maintenance of Corporate Existence
	 	 	64	 
	Section 7.2 Compliance with Laws, Etc.
	 	 	64	 
	Section 7.3 Payment of Obligations
	 	 	64	 
	Section 7.4 Maintenance of Property
	 	 	65	 
	Section 7.5 Maintenance of Insurance
	 	 	65	 
	Section 7.6 Keeping of Books
	 	 	65	 
	Section 7.7 Access to Books and Property; Annual Meetings
	 	 	65	 
	Section 7.8 Environmental
	 	 	66	 
	Section 7.9 Use of Proceeds
	 	 	66	 
	Section 7.10 Additional Collateral and Guaranties
	 	 	67	 
	Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts
	 	 	68	 
	Section 7.12 Interest Rate Contracts
	 	 	68	 
	Section 7.13 Landlord and Mortgagee Agreements
	 	 	68	 
	Section 7.14 Credit Rating
	 	 	69	 
	Section 7.15 Post-Closing
	 	 	69	 






SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 8 NEGATIVE COVENANTS
	 	 	69	 
	Section 8.1 Indebtedness
	 	 	69	 
	Section 8.2 Liens
	 	 	71	 
	Section 8.3 Investments
	 	 	72	 
	Section 8.4 Asset Sales
	 	 	73	 
	Section 8.5 Restricted Payments
	 	 	75	 
	Section 8.6 Prepayment of Indebtedness
	 	 	75	 
	Section 8.7 Fundamental Changes
	 	 	76	 
	Section 8.8 Change in Nature of Business
	 	 	76	 
	Section 8.9 Transactions with Affiliates
	 	 	77	 
	Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted
Payments
	 	 	77	 
	Section 8.11 Modification of Certain Documents
	 	 	78	 
	Section 8.12 Accounting Changes; Fiscal Year
	 	 	78	 
	Section 8.13 Margin Regulations
	 	 	78	 
	Section 8.14 Compliance with ERISA
	 	 	78	 
	Section 8.15 Hazardous Materials
	 	 	78	 
	Section 8.16 Compliance with Anti-Terrorism Laws
	 	 	78	 
	 
	 	 	 	 
	ARTICLE 9 EVENTS OF DEFAULT
	 	 	79	 
	 
	 	 	 	 
	Section 9.1 Definition
	 	 	79	 
	Section 9.2 Remedies
	 	 	81	 
	Section 9.3 [Reserved]
	 	 	81	 
	Section 9.4 Governmental Approvals
	 	 	82	 
	Section 9.5 Borrower’s Right to Cure
	 	 	82	 
	 
	 	 	 	 
	ARTICLE 10 THE AGENTS
	 	 	83	 
	 
	 	 	 	 
	Section 10.1 Appointment and Duties
	 	 	83	 
	Section 10.2 Binding Effect
	 	 	84	 
	Section 10.3 Use of Discretion
	 	 	84	 
	Section 10.4 Delegation of Rights and Duties
	 	 	85	 
	Section 10.5 Reliance and Liability
	 	 	85	 
	Section 10.6 Agents Individually
	 	 	86	 
	Section 10.7 Lender Credit Decision
	 	 	86	 
	Section 10.8 Expenses; Indemnities
	 	 	86	 
	Section 10.9 Resignation of Agents
	 	 	87	 
	Section 10.10 Release of Collateral or Guarantors
	 	 	89	 






SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


-iii-









 




TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 11 MISCELLANEOUS
	 	 	89	 
	 
	 	 	 	 
	Section 11.1 Amendments, Waivers, Etc.
	 	 	89	 
	Section 11.2 Assignments and Participations; Binding Effect
	 	 	91	 
	Section 11.3 Costs and Expenses
	 	 	95	 
	Section 11.4 Indemnities
	 	 	96	 
	Section 11.5 Survival
	 	 	97	 
	Section 11.6 Limitation of Liability for Certain Damages
	 	 	97	 
	Section 11.7 Lender-Creditor Relationship
	 	 	97	 
	Section 11.8 Right of Setoff
	 	 	97	 
	Section 11.9 Sharing of Payments, Etc.
	 	 	98	 
	Section 11.10 Marshaling; Payments Set Aside
	 	 	98	 
	Section 11.11 Notices
	 	 	98	 
	Section 11.12 Electronic Transmissions
	 	 	99	 
	Section 11.13 Governing Law
	 	 	100	 
	Section 11.14 Jurisdiction
	 	 	101	 
	Section 11.15 Waiver of Jury Trial
	 	 	101	 
	Section 11.16 Severability
	 	 	101	 
	Section 11.17 Execution in Counterparts
	 	 	101	 
	Section 11.18 Entire Agreement
	 	 	101	 
	Section 11.19 Use of Name
	 	 	102	 
	Section 11.20 Non-Public Information; Confidentiality
	 	 	102	 
	Section 11.21 Actions in Concert
	 	 	103	 
	Section 11.22 Patriot Act Notice
	 	 	103	 
	Section 11.23 Intercreditor Agreement
	 	 	103	 







SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


-iv-









 







SCHEDULES




	 	 	 
	Schedule I

	 	Commitments
	Schedule 1.1A

	 	Certain EBITDA Adjustments — Broadcast Cash Flow
	Schedule 1.1B

	 	Certain EBITDA Adjustments — Non-Broadcast Cash Flow
	Schedule 4.2

	 	Permits and Consents
	Schedule 4.3

	 	Guarantors; Ownership of Group Members; Jurisdiction of Organization; Chief Executive Office
	Schedule 4.7

	 	Litigation
	Schedule 4.8

	 	Tax Matters
	Schedule 4.12

	 	Labor Matters
	Schedule 4.13

	 	ERISA
	Schedule 4.14

	 	Environmental Matters
	Schedule 4.16

	 	Mortgages
	Schedule 8.1

	 	Indebtedness
	Schedule 8.2

	 	Liens
	Schedule 8.3

	 	Investments
	Schedule 8.9

	 	Transactions with Affiliates
	Schedule 8.10

	 	Restrictive Contractual Obligations






EXHIBITS




	 	 	 
	Exhibit A

	 	Form of Assignment
	Exhibit B

	 	Form of Note
	Exhibit C

	 	Form of Notice of Borrowing
	Exhibit D

	 	Form of Notice of Conversion or Continuation
	Exhibit E

	 	Form of Compliance Certificate
	Exhibit F

	 	Form of Guaranty and Security Agreement
	Exhibit G

	 	Form of Sponsor PIK Note
	Exhibit H

	 	Form of Solvency Certificate
	Exhibit I

	 	Form of Affiliated Lender Assignment
	Exhibit J

	 	Form of Intercompany Subordination Provisions
	Exhibit K-1

	 	Form of Series A Preferred Stock
	Exhibit K-2

	 	Form of Series B Preferred Stock







SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.



 


-v-









 





This Second Lien 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), CORTLAND CAPITAL MARKET SERVICES LLC (“Cortland”), as administrative agent and
collateral agent for the Lenders (in such capacity, and together with its successors and permitted
assigns, the “Administrative Agent”) and MACQUARIE CAPITAL (USA) INC.
(“Macquarie”), 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).



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



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



“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 or Non-Debt Fund Affiliate.



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



“Agents” means, collectively, the Administrative Agent and the Syndication Agent and
“Agent” shall mean any one of them.



“Agreement” means this Credit Agreement.



“Applicable Margin” means a per annum rate equal to (i) 10.50%, in the case of Term
Loans that are Base Rate Loans and (ii) 11.50%, in the case of Term Loans that are Eurodollar Rate
Loans.



“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).



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


 









 





“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.



“Arranger” means Macquarie, in its capacity as sole lead arranger and sole lead
bookrunner with respect to the Term Loans.



“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 Syndication Agent.



“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.”



“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 greatest of (a) the
Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%,
(c) 2.50% and (d) the one-month Eurodollar Rate plus 1.00%. For purposes hereof:
“Prime Rate” shall mean the prime lending rate as set forth on the British Banking
Association Telerate Page 5 (or such other comparable page as may, in the opinion of the
Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from
time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually available. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective as of the opening of business on the effective date of such
change in the Prime Rate, or the Federal Funds Rate, respectively.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


2









 





“Base Rate Loan” means any Term 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 Term Loans made on the Closing Date by the
Lenders according to their respective Commitments.



“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.



“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 First Lien Agent
(if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise) and (a) in
the case of a deposit account, from which the Borrower may not make withdrawals except as permitted
by the First Lien Agent or the Administrative Agent, as applicable and (b) in the case of a
securities account, with
respect to which the First Lien Agent or the Administrative Agent, as applicable, shall be the
entitlement holder and the only Person authorized to give entitlement orders with respect thereto.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


3









 






“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 First 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 Syndication Agent.



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



“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 First Lien Credit Agreement shall occur.



“Closing Date” means October 21, 2011.



“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 each 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 “Commitment”, as amended to reflect Assignments and
as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Commitments
on the Closing Date equals $85,000,000.



“Commitment Letter” means the letter agreement, dated as of July 30, 2011, addressed
to Verge from Macquarie and MIHI LLC and accepted by Verge, as the same may be amended or otherwise
modified on or prior to the Closing Date.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


4









 





“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
E.



“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, the First Lien Loan Documents, and the Term Loans made hereunder on the Closing Date 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.



“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 and the First Lien Loan Documents (but excluding undrawn amounts under outstanding
letters of credit thereunder); provided that any borrowing of First Lien Revolving Loans on
the Closing Date to fund additional upfront fees incurred under the provisions of the First Lien
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 Arranger.



“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 Term Loans and
First Lien Loans then outstanding.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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“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 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 Syndication 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 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 gains, (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 Agreements, (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.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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“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 First 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.



“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 issued under the First Lien Credit Agreement 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 First Lien Term Loans by any Purchasing Borrower
Party (as defined in the First Lien Credit Agreement) pursuant to Sections 2.21 and 11.2(g) of the
First Lien Credit 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.



SECOND LIEN CREDIT AGREEMENT

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“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 Syndication Agent and the Administrative Agent, among the
Administrative Agent, the financial institution or other Person at which such account is maintained
or with which such entitlement or contract is carried, the Loan Party maintaining such account and,
if applicable, the First Lien Agent, effective to grant “control” (as defined under the applicable
UCC) over such account to the First Lien Agent (if prior to the First Lien Termination Date) or the
Administrative Agent (if otherwise).



“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 Syndication 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 Syndication 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 Syndication
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.




SECOND LIEN CREDIT AGREEMENT

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



“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;



(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;



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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(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



(j) 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 $1,100,000.



“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.



“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 Term Loans 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 Arranger at 12:01 a.m. (Pacific
Daylight Time) on July 27, 2011 and agreed by the Arranger and disclosed to the Administrative
Agent on or prior to the Closing Date.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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“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 Term 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 Maturity Date at the time of issuance.



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



“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.



“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.



SECOND LIEN CREDIT AGREEMENT

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“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) 1.50% 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.



“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 Term Loan that bears interest based on the Eurodollar
Rate.




SECOND LIEN CREDIT AGREEMENT

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“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 Term
Loans and on the First Lien Loans during such period (but only, in the case of payment in respect
of First Lien Revolving Loans or First Lien Swing Loans, to the extent that the Revolving Credit
Commitments (as defined in the First Lien Credit Agreement) are permanently reduced by the amount
of such payment) other than any mandatory prepayment required pursuant to Section 2.8(a)
hereof or Section 2.8(a) of the First Lien Credit Agreement, in either case because of the
existence of Excess Cash Flow and any purchase and retirement of First Lien Term Loans by any
Purchasing Borrower Party (as defined in the First Lien Credit Agreement) pursuant to Section 2.21
of the First Lien Credit 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.



“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




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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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“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.



“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, collectively, the letter agreements, each dated as of July 30,
2011, addressed to Verge from Macquarie and MIHI LLC and accepted by Verge, with respect to certain
fees to be paid from time to time to the Arranger, the Administrative Agent and each of their
Related Persons, as the same may be amended or otherwise modified on or prior to the Closing Date.



“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.



“First Lien Agent” means General Electric Capital Corporation, in its capacities as
administrative agent and collateral agent under the First Lien Credit Agreement, and its successors
and assigns appointed pursuant to the terms of the First Lien Credit Agreement in such capacities.



“First Lien Credit Agreement” means (i) that certain First Lien Credit Agreement dated
as of the date hereof among the Borrower, the First Lien Lenders, the First Lien Agent and each of
the other parties party thereto and (ii) each loan or credit agreement evidencing any initial or
subsequent replacement, substitution, renewal or refinancing of the obligations under the credit
agreement referred to in clause (i) in accordance with the terms of the Intercreditor Agreement, in
each case as amended, amended and restated, supplemented, modified, replaced, substituted, renewed
or refinanced in accordance with this Agreement and the Intercreditor Agreement.



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“First Lien Event of Default” means an “Event of Default” under and as defined in the
First Lien Credit Agreement.



“First Lien Fee Letter” means “Fee Letter” as defined in the First Lien Credit
Agreement.



“First Lien Lenders” means the Persons party to the First Lien Credit Agreement as
“Lenders” thereunder.



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



“First Lien Loan” means “Loan” under and as defined in the First Lien Credit
Agreement.



“First Lien Revolving Loan” means “Revolving Loan” under and as defined in the First
Lien Credit Agreement.



“First Lien Swing Loan” means “Swing Loan” under and as defined in the First Lien
Credit Agreement.



“First Lien Term Loan” means “Term Loan” under and as defined in the First Lien Credit
Agreement.



“First Lien Termination Date” has the meaning specified in the Intercreditor
Agreement.



“Fiscal Month” means each one fiscal month period ending on the last day of each
calendar month.



“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 Term 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 the
Syndication Agent, with deductibles not to exceed $50,000.



“GAAP” means generally accepted accounting principles in the United States, 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 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).



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“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 Syndication 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 F, 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.



“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 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.



“Initial Projections” means those financial projections, dated August 17, 2011,
covering the Fiscal Years ending in 2011 through 2017 and delivered to the Arranger 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 First 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 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 ending after
the Maturity Date, (d) the Borrower may not select any Interest Period in respect of Term Loans
having an aggregate principal amount of less than $1,000,000, (e) there shall be outstanding at any
one time no more than three (3) 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 (as defined in the Fee Letter) (which
occurrence shall be confirmed by the Syndication Agent to the Administrative Agent).



“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.



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



“Lender” means any financial institution or other Person that (a) is listed on the
signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by
execution of an Assignment, in each case together with its permitted successors and assigns.



“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 Documents” means, collectively, this Agreement, any Notes, the Guaranty and
Security Agreement, the Mortgages, the Control Agreements, the Intercreditor Agreement and the Fee
Letter, and, when executed, each document executed by a Loan Party and delivered to the Arranger,
the Syndication Agent, the Administrative Agent or any Lender 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.



“Loan Party” means the Borrower and each Guarantor.



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



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“Make Whole Amount” means, on any date of prepayment, the present value, as determined
by the Borrower and certified by the chief financial officer, treasurer, assistant treasurer or
controller of the Borrower to the Administrative Agent, of all required interest payments due on
Term Loans that are prepaid from the date of prepayment through and including the first anniversary
of the
Closing Date (excluding accrued interest) (assuming that the interest rate applicable to all
such interest is the Treasury Rate plus 11.50%) plus (b) the prepayment premium that would be due
under Section 2.12(e) if such prepayment were made on the day after the first year
anniversary of the Closing Date, in each case discounted to the date of prepayment on a quarterly
basis (assuming a 360-day year and actual days elapsed) at a rate equal to the sum of the Treasury
Rate plus 0.50%.



“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 Syndication Agent, 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 $1,100,000 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 July 21, 2017.



“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 Syndication 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 Syndication Agent or
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 the Liens of the First Lien Agent and such other Liens as the Syndication 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 (i) any Sponsor or (ii) any Affiliate of a Sponsor
(other than any Group Member) that is not a Debt Fund Affiliate.



“Non-U.S. Lender Party” means each of the Administrative Agent, each Lender, 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 a Lender or its registered assigns in a principal amount
equal to the aggregate initial principal amount of Term Loans made by such Lender or, in the case
of any Lender who acquired its Term Loans by assignment, the aggregate principal amount of Term
Loans acquired by such Lender.



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



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



“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
Arranger, any Agent, any Lender, any other Indemnitee, any participant or any SPV arising out of,
under, or in connection with, any Loan Document, 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 Term Loans, (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.



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



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



“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.



SECOND LIEN CREDIT AGREEMENT

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“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.



“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), $27,500,000 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), $55,000,000, (b)
the Syndication 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 Syndication
Agent) and on or prior to the date of such Proposed Acquisition, the Syndication 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 Syndication 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, 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, (d) 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 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, (e) no Default or Event of Default is continuing or would result therefrom and (f) the
Proposed Acquisition Target has Consolidated EBITDA, subject to pro forma adjustments reasonably
acceptable to the Syndication 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.




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“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.



“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.



“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.



“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 Syndication 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 Syndication Agent, the
Administrative Agent or any Lender in connection herewith and are reasonably acceptable to the
Syndication Agent.


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“Pro Forma Income Statement” has the meaning specified in Section 4.4(d).



“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, 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 the outstanding principal
amount of the Term Loans owing to such Lender.



“Pro Rata Share” means, with respect to any Lender, the percentage obtained by
dividing (a) the sum of the Commitments (or, if such Commitments are terminated, the Pro Rata
Outstandings therein) of such Lender then in effect by (b) the sum of the Commitments (or, if such
Commitments are terminated, the Pro Rata Outstandings therein) of all Lenders then in effect;
provided, however, that, if there are no Commitments and no Pro Rata Outstandings,
such Lender’s Pro Rata Share shall be determined based on the Pro Rata Share most recently in
effect, after giving effect to any subsequent assignment of any Lender pursuant to Section
2.18.



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



“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 Term 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.



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“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 Term 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 of the continuance of
any other Event of Default.



“Related Documents” means, collectively, the Acquisition Agreement, the Loan
Documents, the First 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
Arranger in connection with Section 3.1(m) 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 First 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.



“Required Lenders” means, at any time, Lenders having at such time in excess of 66
2/3% of the aggregate Commitments (or, if such Commitments are terminated, the Pro Rata
Outstandings) then in effect.



“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.



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“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.



“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.



“Secured Parties” means the Lenders, the Administrative Agent, the Syndication Agent,
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.




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“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 K-1 and K-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 Arranger, the Administrative Agent, the Syndication Agent 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.



“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).




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“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 Syndication 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
Syndication 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).



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



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



“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).



“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.


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“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.



“Treasury Rate” means a rate equal to the then current yield to maturity on actively
traded U.S. Treasury securities having a constant maturity and having a duration equal to (or the
nearest available tenor) the period from the date that payment is received to the date that falls
on the first anniversary of the Closing Date.



“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.



“United States” means the United States of America.



“U.S. Lender Party” means each of the Administrative Agent, each Lender, 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.




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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 hereof unless the Borrower, the
Syndication 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 Agents.




(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. 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.




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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 term “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.




(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 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.




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ARTICLE 2

THE TERM LOANS




Section 2.1 The Commitments. On the terms and subject to the conditions contained in this Agreement, each Lender that is
listed on the signature pages hereof as a “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 Commitment. Amounts of Term Loans repaid may not be reborrowed.



Section 2.2 Borrowing Procedures. (a) Notice From the Borrower. The 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 Closing Date. Such notice may be made in a
writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly
completed. Term 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.




(b) Notice to Each Lender. The Administrative Agent shall give to each Lender
prompt notice of the Administrative Agent’s receipt of the Notice of Borrowing and, if
Eurodollar Rate Loans are properly requested in the Notice of Borrowing, prompt notice of
the applicable interest rate. Each Lender signatory hereto on the Closing Date shall,
before 12:00 p.m. on the Closing Date upon fulfillment or due waiver of the applicable
conditions set forth in Section 3.1, make available to the Borrower at the account
specified by the Borrower, such Lender’s Pro Rata Share of the proposed Borrowing.



Section 2.3 [Reserved].



Section 2.4 [Reserved].



Section 2.5 Termination of the Commitments. All outstanding Commitments shall terminate on the Closing Date (after giving effect to the
Borrowing occurring on such date).



Section 2.6 Repayment of Term Loans. The Borrower promises to repay the entire unpaid principal amount of the Term Loans and all
accrued and unpaid interest on such Term Loans on the Maturity Date.



Section 2.7 Optional Prepayments. The Borrower may prepay the outstanding principal amount of any Term Loan in whole or in
part at any time (together with any breakage costs that may be owing pursuant to Section
2.16(a) after giving effect to such prepayment); provided, however, that each
partial prepayment that is not of the entire outstanding amount of the Term Loans 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) and shall be accompanied by any prepayment premium required to be paid
pursuant to Section 2.12(e).



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Section 2.8 Mandatory Prepayments. (a) Excess Cash Flow. Subject to Section 2.8(f), 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 First Lien Term Loans, First Lien Revolving Loans and First Lien Swing
Loans during such Fiscal Year to the extent, in the case of such prepayments of First Lien
Revolving Loans and First Lien Swing Loans, the Revolving Credit Commitments (as defined in the
First Lien Credit Agreement) are permanently and concurrently reduced by the amount of such
payments.




(b) Equity and Debt Issuances. Subject to Section 2.8(f), 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. Subject to Section 2.8(f),
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.




(d) [Reserved].




(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 any
prepayment premium required to be paid pursuant to Section 2.12(e) and by breakage
costs that may be owing pursuant to Section 2.16(a) after giving effect to such
prepayment.




(f) Relationship to Mandatory Prepayments Under First Lien Credit Agreement.
Notwithstanding anything in this Section 2.8 to the contrary, no prepayment required
pursuant to this Section 2.8 shall so be required or permitted unless (i) the First
Lien Obligations (as defined in the Intercreditor Agreement) have been Paid in Full (as
defined in the Intercreditor Agreement) or (ii) the First Lien Lenders have waived the
corresponding prepayment under the First Lien Credit Agreement and such prepayment is
permitted under the First Lien Credit Agreement and the Intercreditor Agreement.


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Section 2.9 Interest. (a) Rate. All Term Loans and the outstanding amount of all other Obligations shall
bear interest, in the case of Term Loans, on the unpaid principal amount thereof from the date such
Term 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, at a rate per annum equal to the sum of the Base Rate and the
Applicable Margin for 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 Term Loan, (A) at maturity (whether by acceleration or
otherwise), (B) upon the payment or prepayment of the principal amount on which such
interest has accrued and (C)(1) if such Term Loan is a Base Rate Loan, on the last day of
each calendar quarter commencing on the first such day following the making of such Term
Loan, (2) if such Term Loan is a Eurodollar Rate Loan, on the last day of each Interest
Period applicable to such Term 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 (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.




(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.



SECOND LIEN CREDIT AGREEMENT

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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, 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 D
(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 Term Loan shall be automatically converted to a Base Rate Loan. Each
partial conversion or continuation shall be allocated ratably among the Lenders in
accordance with their Pro Rata Share.



Section 2.11 Fees. The Borrower (i) 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), (ii) shall pay on the Closing Date a closing fee
to each Lender, as fee compensation for such Lender’s Term Loan, in an amount equal to 3.0% of the
stated principal amount of such Lender’s Term Loan and (iii) has agreed, and reaffirms its
agreement, to pay to the Arranger, the Syndication Agent, the Administrative Agent and/or the
Lenders (and/or each of the Related Persons of any of the foregoing) the additional fees described
in the Fee Letter.



Section 2.12 Application of Payments; Prepayment Premium. (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.




(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
pursuant to Section 2.8 or any other prepayment of the Obligations required to be
applied in accordance with this clause (b) shall be applied first, to repay
the outstanding principal balance of the Term Loans, second, to repay all other
Obligations due and payable hereunder and, then, with any excess to be distributed
to the Borrower.



SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


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(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 acceleration of any Obligation pursuant
to Section 9.2, shall, subject to the terms of the Intercreditor Agreement, apply
all payments in respect of any Obligation, all funds on deposit in any Cash Collateral
Account and all 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 Arranger and the Syndication Agent,
(iii) third, to pay Obligations in respect of any cost or expense reimbursements,
fees or indemnities then due to the Lenders, (iv) fourth, to pay interest then due
and payable in respect of the Term Loans, (v) fifth, to repay the outstanding
principal amounts of the Term Loans, (vi) sixth, to the ratable payment of all other
Obligations and (vii) seventh, to the Borrower or such other Person entitled thereto
under applicable law.




(d) Application of Payments Generally. All repayments (including prepayments)
of any Term Loans shall be applied first, to repay such Term Loans outstanding as
Base Rate Loans and then, to repay such Term 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
shall be allocated ratably among the Term Loans. 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.



(e) Prepayment Premium. Each prepayment pursuant to Section 2.7 or
Section 2.8(b)(ii) made by the Borrower on or prior to the first anniversary of the Closing
Date shall be accompanied by the Make Whole Amount. Each prepayment pursuant to Section
2.7 or Section 2.8(b)(ii) after the first anniversary of the Closing Date but on or
prior to the fourth anniversary of the Closing Date shall be made by Borrower at (i) 103.0% of the
principal amount of the Term Loans so prepaid if such prepayment occurs on or prior to the second
anniversary of the Closing Date, (ii) 102.0% of the principal amount of the Term Loans so prepaid
if such prepayment occurs after the second anniversary of the
Closing Date, but on or prior to the third anniversary of the Closing Date and (iii) 101.0% of
the principal amount of the Term Loans so prepaid if such prepayment occurs after the third
anniversary of the Closing Date, but on or prior to the fourth anniversary of the Closing Date.



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.:
	 	071-000-288 
	 

	 	Account Number:
	 	2324986 
	 

	 	Bank:
	 	Harris Bank N.A.
	 

	 	Account Name:
	 	Cortland Capital Market Services
	 

	 	Reference:
	 	Westwood One
	 

	 	Attn:
	 	Mike Fredian





SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




  


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The Administrative Agent shall promptly thereafter cause to be distributed immediately available
funds relating to the payment of principal, interest, premium 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. 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.




(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, but shall have no obligation
to, 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) 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 Term
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.



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(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 and each Lender in the Term Loans, each of
their obligations under this Agreement to participate in each Term Loan, 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 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 Term 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 and (6) any other payment received by the Administrative Agent from the
Borrower and its application to the Obligations.




(c) Registered Obligations. Notwithstanding anything to the contrary contained
in this Agreement, the Term Loans (including any Notes evidencing such Term Loans) are
registered obligations, the right, title and interest of the Lenders and their assignees in
and to such Term Loans 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 Term Loans 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 Term Loans in accordance
with their terms. In addition, the Loan Parties, the Agents and the Lenders shall treat
each Person whose name is recorded in the Register as a Lender for all purposes of this
Agreement. Information contained in the Register with respect to any Lender shall be
available for access by the Borrower, the Agents or such Lender at any reasonable time and
from time to time upon reasonable prior notice. No Lender 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 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 Term Loans of such Lender and substantially in
the form of Exhibit B; provided, however, that only one Note 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 Term Loan, as set forth in the Register, and in no event shall any Note be
considered a bearer instrument or obligation.



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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 Term 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.




(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 Term Loans) that such Lender may incur (A) to the extent 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.



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(b) Increased Costs. If at any time any Lender 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 or (ii) imposing any
other cost to such Lender with respect to compliance with its obligations under any Loan
Document, then, upon demand by such Lender (with copy 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 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 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 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 (or any corporation controlling such Lender) as a consequence of its obligations
under or with respect to any Loan Document to a level below that which, taking into account
the capital adequacy policies of such Lender or corporation, such Lender or corporation
could have achieved but for such adoption or change, then, upon demand from time to time by
such Lender (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.



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(d) Compensation Certificate. Each demand for compensation under this
Section 2.16 shall be accompanied by a certificate of the Lender 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 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 to demand compensation pursuant to this Section 2.16 shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender 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 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 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).



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.



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(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”). 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.




(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.



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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.




(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 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, (iii) makes a claim for payment pursuant to Section 2.17(b)
(Taxes) or (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, the Borrower may substitute for such Affected Lender 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 Syndication Agent under Section 11.2 for an assignment of Term Loans to
such Person, such Person shall be subject to the acceptance of the Syndication Agent, which
acceptance shall not be unreasonably withheld or delayed) (in each case, a “Substitute
Lender”).




(b) Procedure. To substitute such Affected Lender as described in clause
(a) above, the Borrower shall deliver a notice to the Administrative Agent, the
Syndication Agent and such
Affected Lender. The effectiveness of such substitution shall be subject to the
delivery to the Administrative Agent by the Borrower or 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 substitution, all Obligations owing to such Affected Lender
under this Agreement, (ii) payment of any required assignment fee set forth in Section
11.2(c), unless waived by the Administrative Agent and (iii) 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.




(c) Effectiveness. Upon satisfaction of the conditions set forth in clause
(b) above, the Administrative Agent shall record such substitution in the Register,
whereupon (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, except that the Affected Lender shall retain such rights expressly providing that
they survive the repayment of the Obligations and the termination of the Commitments, (B)
the Substitute Lender shall become a “Lender” hereunder 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; 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.



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ARTICLE 3

CONDITIONS TO TERM LOANS




Section 3.1 Conditions Precedent to Term Loans. The obligation of each Lender to make any Term Loan on the Closing Date is subject to the
satisfaction or due waiver of each of the following conditions precedent:




(a) Certain Documents. The Arranger and 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 Arranger, in form and substance satisfactory to the Arranger
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) 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 Arranger 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; provided that in the case of clause
(B), such receipt or delivery requirement shall be satisfied by delivery of the
certificates and undated powers or endorsements to the First Lien Agent within two
(2) Business Days following the Closing Date;




(iii) the Intercreditor Agreement, duly executed by the First 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 Arranger),
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 Syndication Agent and the Lenders and
addressing such customary matters as the Arranger may reasonably request;



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(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 Arranger 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.




(b) Fees and Expenses. There shall have been paid to the Administrative Agent,
for the account of the Administrative Agent, its Related Persons or any Lender, as the case
may be, and to the Arranger and Syndication Agent, all fees and expenses and out of pocket
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 shall not exceed 4.45:1.00.




(d) Sponsor PIK Notes. The Permitted Investors and/or other co-investors
reasonably acceptable to the Arranger 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 G (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 Arranger) on terms reasonably satisfactory to the Arranger (it
being agreed that the terms of the preferred equity to be issued on the Closing Date and
disclosed to the Arranger prior to the July 30, 2011 are acceptable), in each case, to be
issued by Borrower on the Closing Date.




(e) First Lien Credit Agreement. Borrower shall have received gross proceeds
in an aggregate principal amount of not less than $155,000,000 of funded term loans and
$25,000,000 in revolving commitments, in each case under the First Lien Credit Agreement.
The Arranger and the Administrative Agent shall have received copies of the First Lien Loan
Documents, which documents shall be in form and substance reasonably satisfactory to the
Arranger; it being understood and agreed that (i) this Agreement or the Intercreditor
Agreement may prohibit the incurrence of additional or incremental term loans or revolving
commitments under the First Lien Credit Agreement and (ii) the terms described for the First
Lien Loan Documents executed simultaneously with the Commitment Letter and delivered to the
Arranger prior to July 30, 2011 are satisfactory to the Arranger.



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(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 be in form and substance
reasonably satisfactory to the Arranger (it being understood that the version of the
Acquisition Agreement previously provided to and received by the Arranger at 10:38 p.m. (Los
Angeles time) on July 30, 2011 is satisfactory to it). All conditions precedent of any
party to the Acquisition shall have been met (or waived with the consent of the Arranger, in
its 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 Arranger, in its sole discretion (it being understood that any amendment or modification
solely extending the “termination date” in Section 7.1(c) of the Acquisition Agreement to a
date not later than December 31, 2011 will not be deemed to be materially adverse and will
not require the consent of the Arranger).




(h) Evidence of Solvency. The Arranger and the Administrative Agent 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
H.




(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).



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“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 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



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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).




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




(k) Request. The Administrative Agent shall have received, to the extent
required by Article 2, a written, timely and duly executed and completed Notice of
Borrowing.




(l) Officer’s Certificate. The Arranger and the Administrative Agent 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.




(m) Existing Debt. All pre-existing Indebtedness of Verge, the Borrower and
their respective Subsidiaries (including Indebtedness under the Existing Debt Agreements,
but excluding Indebtedness set forth on Schedule 8.1) shall have been repaid or
repurchased in full, all commitments relating thereto shall have been terminated, and all
liens or security interests related thereto shall have been terminated or released, in each
case on terms reasonably satisfactory to the Arranger.




(n) “Know-Your-Customer” Compliance. Administrative Agent and each Lender
shall have received at least five (5) days prior to the Closing Date all documentation and
other information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including the Patriot
Act.




(o) Financial Statements and Pro Forma Financial Statements. The Arranger
shall have received the Financial Statements described in Section 4.4(a) and, at
least two Business Days prior to the Closing Date and in form reasonably satisfactory to the
Arranger, the Pro Forma Balance Sheet and the Pro Forma Income Statement described in
Section 4.4(d).



Section 3.2 Determinations of 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 the Borrowing scheduled to be made on the Closing
Date. The making of the Term Loans by the Lenders on the Closing Date shall conclusively be 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 and the Agents 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:



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 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 First Lien Loan Documents,
the filings required to perfect the Liens created by the Loan Documents and the First 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 Arranger and 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 “Second Lien Obligations” under
and as defined in the Intercreditor Agreement. No other Indebtedness qualifies as “Second
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 First 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 Arranger, 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 six (6) 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 Arranger 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, 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 Term Loans made on
or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds
of such Term 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.



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 other Related Documents, the Related Transactions and the
other transactions contemplated therein or (b) would not, in the aggregate, have a Material Adverse
Effect.



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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 Term 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 Term 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 Arranger and 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.



SECOND LIEN CREDIT AGREEMENT

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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 Arranger 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).



SECOND LIEN CREDIT AGREEMENT

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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 First Lien Agent (if prior to
the First Lien Termination Date) or the Administrative Agent (if otherwise) 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 First Lien Agent or the Administrative Agent, as
applicable, to the extent possession or control by the First Lien Agent or the Administrative
Agent, as applicable, is required by the Loan Documents), the Liens created by the Loan Documents
shall constitute fully perfected first-priority (other than (i) Liens granted on the Indebtedness
under the First Lien Loan Documents to the extent permitted hereunder and under the Intercreditor
Agreement and (ii) 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 Term
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.



Section 4.23 Brokers’ Fees; Transaction Fees. Except as set forth in the funds flow memorandum delivered by the Borrower to the Arranger
in connection with the funding of Term Loans on the Closing Date and except for fees payable to the
Arranger, the Syndication Agent, the Administrative Agent, the Lenders, the First Lien Agent or the
arrangers of or the syndication agent or lenders under the First Lien Credit Agreement, no Group
Member has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s
fee in connection with the transactions contemplated hereby.



SECOND LIEN CREDIT AGREEMENT

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Section 4.24 Acquisition Documentation. All representations and warranties set forth in the Acquisition Agreement 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”) at the time as of which such representations
and warranties were made (or deemed made). Notwithstanding anything in the Acquisition Agreement
to the contrary, the representations and warranties of the Borrower set forth in this Section with
respect to the Acquisition Agreement shall, solely for purposes of this Agreement, survive the
Closing Date and the consummation of the Acquisition for the benefit of the Lenders.



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 and the Agents 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 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
	 	 	5.60 to 1	 
	June 30, 2012
	 	 	6.20 to 1	 
	September 30, 2012
	 	 	5.80 to 1	 
	December 31, 2012
	 	 	5.45 to 1	 
	March 31, 2013
	 	 	4.95 to 1	 
	June 30, 2013
	 	 	4.85 to 1	 
	September 30, 2013
	 	 	4.75 to 1	 
	December 31, 2013
	 	 	4.70 to 1	 
	March 31, 2014
	 	 	4.35 to 1	 
	June 30, 2014
	 	 	4.30 to 1	 
	September 30, 2014
	 	 	4.20 to 1	 
	December 31, 2014
	 	 	4.15 to 1	 
	March 31, 2015
	 	 	3.75 to 1	 
	June 30, 2015
	 	 	3.65 to 1	 
	September 30, 2015
	 	 	3.50 to 1	 
	December 31, 2015
	 	 	3.40 to 1	 
	March 31, 2016
	 	 	3.05 to 1	 
	June 30, 2016
	 	 	2.90 to 1	 
	September 30, 2016
	 	 	2.80 to 1	 
	December 31, 2016
	 	 	2.70 to 1	 
	March 31, 2017
	 	 	2.70 to 1	 
	June 30, 2017 and thereafter
	 	 	2.70 to 1	 





SECOND LIEN CREDIT AGREEMENT

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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	 
	FISCAL QUARTER ENDING	 	INTEREST COVERAGE RATIO	 
	March 31, 2012
	 	 	1.80 to 1	 
	June 30, 2012
	 	 	1.65 to 1	 
	September 30, 2012
	 	 	1.75 to 1	 
	December 31, 2012
	 	 	1.80 to 1	 
	March 31, 2013
	 	 	1.95 to 1	 
	June 30, 2013
	 	 	2.00 to 1	 
	September 30, 2013
	 	 	2.05 to 1	 
	December 31, 2013
	 	 	2.05 to 1	 
	March 31, 2014
	 	 	2.10 to 1	 
	June 30, 2014
	 	 	2.10 to 1	 
	September 30, 2014
	 	 	2.15 to 1	 
	December 31, 2014
	 	 	2.15 to 1	 
	March 31, 2015
	 	 	2.15 to 1	 
	June 30, 2015
	 	 	2.20 to 1	 
	September 30, 2015
	 	 	2.25 to 1	 
	December 31, 2015
	 	 	2.30 to 1	 
	March 31, 2016
	 	 	2.35 to 1	 
	June 30, 2016
	 	 	2.45 to 1	 
	September 30, 2016
	 	 	2.50 to 1	 
	December 31, 2016
	 	 	2.60 to 1	 
	March 31, 2017
	 	 	2.60 to 1	 
	June 30, 2017 and thereafter
	 	 	2.60 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
	 	$	5,300,000	 
	Fiscal Year 2013
	 	$	5,300,000	 
	Fiscal Year 2014
	 	$	5,300,000	 
	Fiscal Year 2015
	 	$	5,300,000	 
	Fiscal Year 2016
	 	$	5,300,000	 
	Fiscal Year 2017
	 	$	5,300,000	 






SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




  


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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 and the Agents 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 6.1 Financial Statements. The Borrower shall deliver to each 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 such 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).




(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).



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(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
Syndication 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 ending 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 Syndication Agent reasonably requests).




(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 Syndication 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 each
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), (i) the annual business plan of
the Group Members for such Fiscal Year and (ii) forecasts prepared by management of the
Borrower for each Fiscal Quarter in such Fiscal Year, in each case including in such
forecasts (x) a projected year-end Consolidated balance sheet, income statement and
statement of cash flows and (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.



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(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 Syndication 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.




(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 Syndication 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 Syndication Agent may
reasonably require.



Section 6.2 Other Events. The Borrower shall give each 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).



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Section 6.3 Copies of Notices and Reports. The Borrower shall promptly deliver to each 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 First 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.



Section 6.4 Taxes. The Borrower shall give each 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 each 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 each 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.



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Section 6.7 Environmental Matters. (a) The Borrower shall provide each Agent notice of each of the following (which may be
made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of the
Borrower becomes aware of it (and, upon reasonable request of the Syndication 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 Syndication Agent, the Borrower shall provide each
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 each 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 any Agent or any Lender through
the Administrative Agent may from time to time reasonably request.



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 and the Agents 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.



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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 and as is
customarily carried by businesses of the size and character of the business of the Group
Members (it being agreed by the Syndication Agent that the insurance policies, amounts of coverage
and the companies used by the Borrower on the Closing Date are satisfactory to the Syndication
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 Syndication Agent in its sole discretion) thereof
to the Administrative Agent (it being agreed by the Syndication Agent that the insurance policies
and certificates provided on or prior to the Closing Date are satisfactory to the Syndication
Agent); provided, however, that no endorsements with respect to notice of
cancellation, material addition in amount or material change shall be required to be provided.
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
Administrative 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; Annual Meetings. (a) Each Group Member shall permit the Agents, 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 Agents, the Lenders and
their Related Persons and to disclose to the Agents, the Lenders and their Related Persons all
financial statements and other documents and information as they might have and any 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.



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(b) Within forty-five (45) days after the end of each Fiscal Year (or sixty (60) days
in the case of the first Fiscal Year following the Closing Date) of the Borrower, at the
request of the Syndication Agent or Required Lenders, hold a meeting (at a mutually
agreeable time) by conference call (the costs of such call to be paid by Borrower) with all
Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial
results of the previous
Fiscal Year and the financial condition of the Group Members and the Projections
presented for the current Fiscal Year.



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 Syndication 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 Syndication Agent, cause the performance of, and
allow the Syndication 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 Syndication Agent may
from time to time reasonably request. Such audits, assessments and reports, to the extent not
conducted by the Syndication Agent or any of its Related Persons, shall be conducted and prepared
by reputable environmental consulting firms reasonably acceptable to the Syndication Agent and
shall be in form and substance reasonably acceptable to the Syndication Agent.



Section 7.9 Use of Proceeds. The proceeds of the Term Loans shall be used solely (i) by the Borrower to pay a portion of
the purchase price for the Acquisition and (ii) together with the proceeds of the First Lien Loans
made on the Closing Date and the Sponsor PIK Notes, by the Borrower (and, to the extent distributed
to them by the Borrower, each other Group Member) (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.



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Section 7.10 Additional Collateral and Guaranties. To the extent not delivered to the Agents 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 Syndication Agent:




(a) deliver to each Agent such modifications to the terms of the Loan Documents (or, to
the extent applicable as determined by any Agent, such other documents), in each case in
form and substance reasonably satisfactory to the Syndication Agent and as the Syndication
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 Syndication 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;




(b) deliver to the First Lien Agent (if prior to the First Lien Termination Date) or
the Administrative Agent (if otherwise) 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 Syndication Agent or the Administrative Agent, deliver to each
Agent (x) an appraisal complying with FIRREA, (y) within forty-five days after receipt of
notice from any 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 Syndication 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 Syndication 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 any Agent may otherwise reasonably request; and




(e) deliver to each 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
Syndication Agent.



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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 (i) if prior to the First Lien Termination Date, the First Lien
Agent in its sole discretion or (ii) if otherwise, the Syndication 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 (i) if prior to
the First Lien Termination Date, the First Lien Agent in its sole discretion or (ii) if otherwise,
the Syndication Agent in its sole discretion) to comply with the provisions of this Section
7.11(a) with respect to such newly opened account.




(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, subject to the Intercreditor
Agreement, 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
payment in full of all Obligations, except as permitted by the Administrative Agent (as
directed by the Syndication Agent).



Section 7.12 Interest Rate Contracts. The Borrower shall, within ninety (90) days after the Closing Date (or such later date as
the Syndication Agent may approve in its sole discretion), enter into and thereafter maintain
Interest Rate Contracts on terms and with counterparties reasonably satisfactory to the Syndication
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 (as defined in the First Lien Credit Agreement),
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 (as defined in the First
Lien Credit Agreement), 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 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 Syndication Agent and 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.



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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 Term Loans (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 Syndication Agent in its sole discretion), deliver (or cause
to be delivered) to the Administrative Agent (with a copy to the Syndication 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.



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 and the Agents 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;




(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 $16,500,000 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;



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(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);




(h) Indebtedness of the Borrower owing under the First Lien Loan Documents;
provided, however, that the aggregate amount of all such Indebtedness shall
not exceed the Maximum First Lien Amount (as defined in the Intercreditor Agreement) at any
time;




(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
$5,500,000 at any time, no more than $2,750,000 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 $1,100,000;




(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, $55,000,000;




(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 (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 $11,000,000; 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
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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 $2,750,000 at any time; and




(g) the Liens granted on the Indebtedness under the First 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 $5,500,000 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 J, as applicable, or otherwise satisfactory to the Syndication 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 $2,250,000 at any time;




(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 $11,000,000 at any time;


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(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 8.7; 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 $2,750,000;




(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 $5,500,000;




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(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 $27,500,000;




(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 $2,250,000 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.



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
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);



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(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, (iii) Indebtedness
owing under the First Lien Loan Documents and (iv) 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, 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) 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 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.



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.



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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 $550,000; 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 and the First Lien Loan Documents (and any Permitted Refinancing
thereof permitted pursuant to the Intercreditor Agreement), (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 and (ix) 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 First
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 First 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; or




(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.



Section 8.16 Compliance with Anti-Terrorism Laws. No Group Member shall:




(a) directly or indirectly, in connection with the Term Loans, knowingly (i) conduct
any business or engage in making or receiving any contribution of funds, goods or services
to or for the benefit of any Sanctioned Person, (ii) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant to any
Anti-Terrorism Law or (iii) engage in or conspire to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law;



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(b) directly or indirectly, in connection with the Term Loans, knowingly cause or
permit any of the funds of such Group Member that are used to repay the Term Loans to be
derived from any unlawful activity with the result that the making of the Loans would be in
violation of any Anti-Terrorism Law; or




(c) knowingly cause or permit (i) a Sanctioned Person to have any direct or indirect
interest in or benefit of any nature whatsoever in the Group Members or (ii) any of the
funds or properties of the Group Members that are used to repay the Term Loans to constitute
property of, or be beneficially owned directly or indirectly by, a Sanctioned Person.



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 Term Loan when the same
becomes due and payable or (ii) any interest on any Term 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),
Section 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) or 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, the
Syndication 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



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(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 the Indebtedness under
the First Lien Loan Documents) and, in each case, such failure relates to the Sponsor PIK
Notes or other Indebtedness having a principal amount of $5,500,000 or more, (ii) any other
event shall occur or condition shall exist under any Contractual Obligation (other than the
First Lien Loan Documents) relating to any such Indebtedness (other than, with respect to
Contractual Obligations 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, (iii)
any such Indebtedness (other than Indebtedness under the First Lien Loan Documents) 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 (iv) a First Lien Event of Default exists; provided
that a First Lien Event of Default shall constitute an Event of Default under this
Section 9.1(d) only if (A) such First Lien Event of Default consists of a failure by
any Group Member to make any payment under the First Lien Loan Documents when due (subject
to any grace periods provided therefor) (whether due because of scheduled maturity, required
prepayment provisions, acceleration, demand or otherwise), (B) the effect of such First Lien
Event of Default is to accelerate the maturity of the Indebtedness under the First Lien Loan
Documents or (C) a period of 60 days has elapsed from the date on which the Second Lien
Agent was given notice by the First Lien Agent or the Borrower of the occurrence of such
First Lien Event of Default and such First Lien Event of Default remains uncured and
unwaived as at the end of such 60-day period; or




(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 $5,500,000 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


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(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 or the
Syndication 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 $2,250,000 (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 $2,250,000 (determined based on the greater of book value and fair market value)
or (iii) 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) or (iii) above shall have occurred;




(h) (i) there occurs one or more ERISA Events which have a Material Adverse Effect; or
(ii) there occurs an event that reasonably could be expected to result in the imposition of
a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA on or with respect
to property of a Group Member; or




(i) there shall occur any Change of Control.



Section 9.2 Remedies. During the continuance of any Event of Default but subject to the Intercreditor Agreement,
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, 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), 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 [Reserved].



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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
Syndication Agent or the Administrative Agent (so long as such Agents are acting in conformity with
each other; if such Agents are not acting in conformity with each other, then such Loan Parties
shall take the action reasonably requested by the Syndication Agent) may reasonably request in
order to obtain and enjoy the full rights and benefits granted to the Agents 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 during
the existence of an Event of Default shall include, without limitation, sharing with the Agents 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.



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 Syndication 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 covenants set forth in Sections 5.1 and/or 5.2 hereof and, if
applicable, the financial covenants set forth in Sections 5.1 and 5.2 of the First Lien Credit
Agreement, (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) subject to Section 2.8(f),
the proceeds of all Specified Equity Contributions will be promptly applied by the Borrower to
prepay amounts outstanding with respect to the Term Loans and (f) any Term 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



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Fiscal Quarter in which Consolidated EBITDA
will be increased as a result of such Specified Equity Contribution. In the event the Borrower is
in compliance with Sections 5.1 and 5.2 for any applicable period, but has failed
to comply with Section 5.1 or 5.2 of the First Lien Credit Agreement for such period, and such
failure is cured with a “Specified Equity Contribution” under and as defined in the First Lien
Credit Agreement, then such “Specified Equity Contribution” shall constitute a Specified Equity
Contribution hereunder and shall be included, subject to the terms hereof, in the calculation of
Consolidated EBITDA for the purpose of determining compliance with the financial covenants set
forth in Sections 5.1 and 5.2 at the end of such fiscal quarter and any subsequent
period that includes such Fiscal Quarter; provided that such exercise of the right to make
a “Specified Equity Contribution” under the First Lien Credit Agreement shall not constitute an
exercise of the right to make a Specified Equity Contribution hereunder for purposes of clause (d)
of the proviso to the preceding sentence.



ARTICLE 10

THE AGENTS




Section 10.1 Appointment and Duties. (a) Appointment. Each Lender hereby appoints Cortland (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. Each Lender
hereby appoints Macquarie (together with any successor Syndication Agent pursuant to Section
10.9) as the Syndication Agent hereunder and authorizes the Syndication Agent to (i) take such
action on its behalf and to exercise all rights, powers and remedies and perform the duties as are
expressly delegated to the Syndication Agent under such Loan Documents and (ii) exercise such
powers as are reasonably incidental thereto.




(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 is hereby authorized, to (i) act
as the disbursing and collecting agent for the Lenders 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) in
consultation with the Syndication Agent, 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) in consultation with the Syndication Agent, manage, supervise and
otherwise deal with the Collateral, (v) in consultation with the Syndication Agent, 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 to act as
collateral sub-agent for the Administrative Agent and the Lenders for




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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, and may
further authorize and direct the Lenders 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 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 (except to the limited extent provided in Section
2.14(b) with respect to the Register), 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 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 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. Under the Loan Documents, the Syndication Agent (i) 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 or any other Secured Party
and (ii) shall have no implied functions, responsibilities, duties, obligations or other
liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert
any claim against the Syndication Agent based on the roles, duties and legal relationships
expressly disclaimed in clauses (i) through (ii) above.



Section 10.2 Binding Effect. Each Lender agrees that (i) any action taken by the
Administrative Agent, the Syndication 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, the Syndication 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. Neither
Agent shall 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).




(b) Right Not to Follow Certain Instructions. Notwithstanding clause
(a) above, neither Agent shall be required to take, or to omit to take, any action (i)
unless, upon demand, such Agent receives an indemnification satisfactory to it from the
Lenders (or, to the extent applicable and acceptable to such 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 such Agent or any Related Person thereof or (ii) that is, in
the opinion of such Agent or its counsel, contrary to any Loan Document or applicable
Requirement of Law.



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Section 10.4 Delegation of Rights and Duties. Each 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 such Agent.



Section 10.5 Reliance and Liability. (a) Each 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) No Agent and none of 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 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 such 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, each
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 such Agent, when acting on behalf
of such 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;




(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 such Agent, including as
to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or
results of any due diligence performed by such Agent in connection with the Loan
Documents;




(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, in the case of the
Administrative Agent, it has received a notice from the Borrower or any Lender
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


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(v) shall not have any duty to ascertain or inquire whether any assignment
under Section 11.2(b) may be effected without the consent of the Syndication
Agent (and the Administrative Agent may follow the direction of the Syndication
Agent as to whether any such consent is required);



and, for each of the items set forth in clauses (i) through (iv) above, each Lender
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 or the Syndication 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 Term 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” and “Required 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 or as one of the Required Lenders, respectively.



Section 10.7 Lender Credit Decision. Each Lender acknowledges that it shall,
independently and without reliance upon any Agent or any Lender or any of their Related Persons or
upon any document (including the Disclosure Documents) solely or in part because such document was
transmitted by such 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, neither Agent shall have any duty or responsibility to provide any Lender 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 such Agent or any of its Related Persons.



Section 10.8 Expenses; Indemnities. (a) Each Lender agrees to reimburse each 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 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 such 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.



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(b) Each Lender further agrees to indemnify each 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 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 such 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 other 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 such 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 any
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 such
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 or (ii) any dispute among the
Indemnitees other than (x) any claims against the Administrative Agent or the Syndication
Agent in its capacity or in fulfilling its role as an administrative agent or a syndication
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).




(d) Each Lender hereby acknowledges that the provisions of Section 7.14 of the
Intercreditor Agreement shall not in any way limit the liability of such Lender to the
Administrative Agent under this Section 10.8.



Section 10.9 Resignation of Agents. (a) The Administrative Agent may resign at any
time by delivering notice of such resignation to the Lenders, the Syndication Agent 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(a), and the Administrative Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to the Borrower and the Administrative
Agent and signed by the Required Lenders. 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




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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. Effective immediately upon its resignation or
removal, (i) the retiring or removed 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 (provided that, until a successor Administrative Agent is so
appointed by the Required Lenders or the Administrative Agent, any collateral security held by the
Administrative Agent in its role as collateral agent on behalf of the Lenders under any
of the Loan Documents shall continue to be held by the retiring or removed Administrative
Agent as nominee until such time as a successor Administrative Agent is appointed), (iii) the
retiring or removed 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 or removed Administrative Agent was, or because such Administrative Agent
had been, validly acting as Administrative Agent under the Loan Documents, and the provisions of
this Article 10 and Sections 11.3 and 11.4 and the other provisions of the
Loans Documents referred to in Section 11.18 shall survive the resignation or removal of
the Administrative Agent for the benefit of the retiring or removed Administrative Agent with
respect to such actions, including any actions taken following such resignation or removal pursuant
to clause (iv) below, and (iv) subject to its rights under Section 10.3, the
retiring or removed 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 or removed Administrative Agent under the Loan
Documents.




(b) The Syndication Agent may resign at any time by delivering notice of such
resignation to the Lenders, the Administrative Agent 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(b). If the
Syndication Agent delivers any such notice, the Required Lenders shall have the right to
appoint a successor Syndication Agent. If, after thirty (30) days after the date of the
retiring Syndication Agent’s notice of resignation, no successor Syndication Agent has been
appointed by the Required Lenders that has accepted such appointment, then the retiring
Syndication Agent may, on behalf of the Lenders, appoint a successor Syndication Agent.
Each appointment under this clause (b) 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. Effective immediately upon its resignation, (i) the
retiring Syndication 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
Syndication Agent until a successor Syndication Agent shall have accepted a valid
appointment hereunder, (iii) the retiring Syndication 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 Syndication Agent was, or because
such Syndication Agent had been, validly acting as Syndication Agent under the Loan
Documents, and the provisions of this Article 10 and Sections 11.3 and
11.4 and the other provisions of the Loans Documents referred to in Section
11.18 shall survive the resignation of the Syndication Agent for the benefit of the
retiring Syndication Agent with respect to such actions, including any actions taken
following such resignation pursuant to clause (iv) below and (iv) subject to its
rights under Section 10.3, the retiring Syndication Agent shall take such action as
may be reasonably necessary to assign to the successor Syndication Agent its rights as
Syndication Agent under the Loan Documents. Effective immediately upon its acceptance of a
valid appointment as Syndication Agent, a successor Syndication Agent shall succeed to, and
become vested with, all the rights, powers, privileges and duties of the retiring
Syndication Agent under the Loan Documents.



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Section 10.10 Release of Collateral or Guarantors. Each Secured Party 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 valid
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




(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 Term Loans and all other 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, in amounts and on terms and conditions and with parties satisfactory to the
Administrative Agent 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.



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 and the Control Agreements and (ii) as provided in
Section 11.2(g) 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 (at the direction of the Syndication 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



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(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 Term Loan owing to such
Lender or (B) any fee or accrued interest or premium payable to such Lender;
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 or premium
on any Term 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;




(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) 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, as such
provision relates to the Administrative Agent), the Syndication Agent (or otherwise modify any
provision of Article 10 or the application thereof, as such provision relates to the
Syndication Agent) 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 Syndication Agent or such SPV, as the
case may be, 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.



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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 Syndication 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 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).




(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, the Administrative Agent and the Syndication Agent and when the Administrative Agent
shall have been notified by each Lender that such Lender 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, the
Syndication Agent and each Lender and 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, the Administrative Agent or the
Syndication 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 to (i) any existing Lender (other than
(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 any Subordinated Debt or an Affiliate of such holder), (ii) any
Affiliate or Approved Fund of any existing Lender (other than (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 any
Subordinated Debt or an Affiliate of such holder) or (iii) any other Person (other than (x)
a natural Person or (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, conditioned or delayed) to the Syndication
Agent and, as long as no Event of Default is continuing, the Borrower (which acceptance
shall (i) not be unreasonably withheld, conditioned or delayed and (ii) 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 (A) the written consent of the Borrower shall
always be required for assignments to Disqualified Competitors and (B) the consent of the
Borrower shall not be required in connection with the initial syndication of the Term Loans;
provided, however, that the aggregate outstanding principal amount
(determined as of the effective date of the applicable Assignment) of the Term Loans subject
to any such Sale



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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 Affiliates and Approved Funds) entire interest in the Term
Loans 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. The Syndication
Agent’s refusal to accept a Sale to a holder of obligations under the First Lien Credit
Agreement or any Subordinated Debt or an Affiliate of such a holder (including any such
holder that is a 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, MIHI
LLC 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 MIHI LLC’s
Commitments and Term Loans as MIHI LLC deems necessary to enable MIHI LLC 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 Syndication 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).



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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, interest or premium on the Term 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 any 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 Term Loan that such Lender would otherwise
be required to make hereunder (and the exercise of such option by such SPV and the making of
Term Loans pursuant thereto shall satisfy the obligation of such Lender to make such Term
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 Syndication 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); 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 Term 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 Term 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) 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 I
hereto (an “Affiliated Lender Assignment”) in lieu of an Assignment;




(B) Non-Debt Fund Affiliates in the aggregate shall not own in excess
of 20% of all Term Loans outstanding at any time; and




(C) Affiliated Lenders shall collectively constitute no more than three
(3) Lenders.




(ii) 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 any Agent or any Lender to which
representatives of the Loan Parties are not invited, (ii) receive any information or
material prepared by any Agent or any Lender or any communication by or among one or
more Agents 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 Term 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 any 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.




(iii) Notwithstanding anything in Section 11.1 or the definition of
“Required Lenders” to the contrary, for purposes of determining whether the Required
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 any Agent or any
Lender to undertake any action (or refrain from taking any action) with respect to
or under any Loan Document, all Term Loans held by any Non-Debt Fund Affiliate shall
be deemed to be not outstanding for all purposes of calculating whether the Required
Lenders have taken any actions and no Non-Debt Fund Affiliate shall be entitled to
vote hereunder in connection with such Term 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.



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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
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 Term Loans and
participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate
may otherwise have), 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 Syndication Agent may deem reasonably necessary to
carry out the provisions of this paragraph.



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, the Syndication Agent and the Arranger 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 counsel for the Administrative Agent, one primary
counsel for the Syndication Agent and one local counsel in each relevant jurisdiction, one
specialty counsel for each relevant specialty and one or more additional counsel if one or more
conflicts arise, in each case for the Administrative Agent, the Syndication Agent, the Arranger 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 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 and the Syndication 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 or the Syndication Agent, as applicable,
for its examiners) and (c) each of the Administrative Agent, the Syndication Agent, each of their
respective Related Persons, and each Lender 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 one primary
counsel to the Administrative Agent, one primary counsel for the Syndication Agent and the Lenders,
one local counsel for the Syndication Agent and the Lenders in each relevant jurisdiction, one
specialty counsel for the Syndication Agent and the Lenders for each relevant specialty and one or
more additional counsel if one or more conflicts of interest arise and one financial
advisor engaged by the Syndication Agent (or legal counsel for the Syndication Agent) for
itself, the Administrative Agent and the Lenders.



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Section 11.4 Indemnities. (a) The Borrower agrees to indemnify, hold harmless and defend
the Administrative Agent, the Syndication Agent, the Arranger, each Lender 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, and limited to, with
respect to counsel fees, the reasonable and documented fees, disbursements and other charges of one
primary counsel to the Administrative Agent and its Related Persons, one primary counsel for all
other Indemnitees, one local counsel for all Indemnitees in each relevant jurisdiction, one
specialty counsel for all Indemnitees for each relevant specialty and one or more additional
counsel if one or more conflicts of interest arise) 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 other Related Document, any Disclosure Document, any
Obligation (or the repayment thereof), the use or intended use of the proceeds of any Term Loan,
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 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, subject to the limitations set forth above, reasonable and
documented attorneys’ fees in any case), 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, the Syndication Agent or the Arranger in its
capacity or in fulfilling its role as an administrative agent, a syndication agent or an arranger
or any similar role under the Loan Documents (other than any claims solely between the
Administrative Agent and the Syndication Agent) 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.



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(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 Agents), 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).



Section 11.7 Lender-Creditor Relationship. The relationship between the Lenders and
the Agents, 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. Subject to Section 11.21, each of the
Administrative Agent, each Lender 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, 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 and each Lender 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 Agents and the Lenders and their Affiliates and other
Secured Parties may have.



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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) and
11.2 (Assignments and Participations; Binding Effect) 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 in
whole or in part, such purchase shall be rescinded and the purchase price therefor shall be
returned to such Lender 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.



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: (213) 808-8107, (B) if to the
Administrative Agent, to Cortland Capital Market Services LLC, 225 West Washington Street, Suite
1450, Chicago, Illinois 60606, Attention: Mike Fredian, Tel: (312) 564-5078, Fax: (312)
376-0751, with copy to McGuireWoods LLP, 77 West Wacker Drive, Suite 4100, Chicago, Illinois 60601,
Attention: Mark A. Kromkowski, Tel: (312) 849-8170, Fax: (312) 698-4548, (C) if to the
Syndication Agent, to Macquarie Capital (USA) Inc., 125 West 55th Street, New York, New
York 10019, Attention: Arvind Admal, Tel: (212) 231-2099, Fax: (212) 231-0629, Attention: David
Anekstein, Tel: (212) 231-6187, Fax: (212) 231-0629, with copy to Latham & Watkins LLP, 355 S. Grand Ave., Los Angeles,
California 90071, Attention: Stacey Rosenberg, Tel: (213) 891-8554, Fax: (213) 891-8763 and (D)
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 designed 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-



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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 Syndication Agent, to the other parties hereto and (B) in the case of all other
parties, to the Borrower, the Administrative Agent and the Syndication 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 any Agent pursuant to Article 2 or Article 10 shall be
effective until received by the applicable Agent.




(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 applicable 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 each 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, the Syndication 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
Syndication Agent, the Borrower, the Lenders 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.



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(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.




(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 the Administrative Agent, the Syndication
Agent or any of their respective 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 any Agent or any of its
Related Persons in connection with any E-Systems or Electronic Transmission, 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 no
Agent has any 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.



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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
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 any Agent to commence any proceeding in the federal or state courts of any
other jurisdiction to the extent such 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 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 any Agent or any Lender to serve process in any other
manner permitted by applicable Requirements of Law.



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 Agent or any Lender 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 stated as surviving the execution and delivery of the Loan Documents pursuant to Section 7
of the Commitment Letter and Section 4 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).



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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 Macquarie or any 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 any 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. Such 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.



Section 11.20 Non-Public Information; Confidentiality. (a) Each Lender 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 and each 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 or such Agent, as the case may be, 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 or such 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 any Agent, any Lender 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



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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 or such 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 or an 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.



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 each 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 each Agent or
the Required Lenders.



Section 11.22 Patriot Act Notice. Each Lender subject to the Patriot Act 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 Intercreditor Agreement. EACH LENDER HEREUNDER (I) ACKNOWLEDGES THAT IT
HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (II) CONSENTS TO THE SUBORDINATION OF LIENS
PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (III) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO
ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (IV) AUTHORIZES AND INSTRUCTS
THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS ADMINISTRATIVE AGENT AND ON
BEHALF OF SUCH LENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE FIRST LIEN
LENDERS TO EXTEND CREDIT TO THE BORROWER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF
SUCH PROVISIONS. TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS AND PROVISIONS
OF THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN.



[Signature Pages Follow]




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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	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CORTLAND CAPITAL MARKET SERVICES LLC,	 	 
	 	 	 	 	AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jessica J. Mead	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jessica J. Mead	 	 
	 

	 	 	 	Title:
	 	General Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MACQUARIE CAPITAL (USA) INC.,	 	 
	 	 	 	 	AS SYNDICATION AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Brian Pope	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brian Pope	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ T. Morgan Edwards II	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	T. Morgan Edwards II	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 





SECOND LIEN CREDIT AGREEMENT

WESTWOOD ONE, INC.




 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIHI LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Andrew Underwood	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Andrew Underwood	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Andy Stock	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Andy Stock	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 





SECOND LIEN 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 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	 	~15% total equity
	VoodooVox, Inc.
	 	Delaware	 	16,000,000 Common Stock 11,465,413 Preferred 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 



Paragon Business Center

	 	430 East Genesee Street, Syracuse, NY 13202 



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 
	 
	 	 
	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 





 


 









 





	 	 	 
	Record Owner	 	Property
	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 4.23




Broker’s Fees; Transaction Fees




None.



 


 









 







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




	 	 	 	 	 	 	 	 	 
	 	 	File Number &	 	 	 	 	 	 
	Jurisdiction	 	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 Communication, 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 shares of 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

Second Lien Credit Agreement




Form of Assignment




This Assignment, dated as of the Effective Date, is entered into between the Assignor and the
Assignee (each as identified on the signature pages hereof).



The parties hereto hereby agree as follows:



	 	 	 
	Borrower:

	 	Westwood One, Inc., a Delaware corporation (the “Borrower”)
	 
	 	 
	Administrative Agent:

	 	Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in
such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
	 
	 	 
	Credit Agreement:

	 	Second Lien Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders party
thereto, the Administrative Agent and Macquarie Capital (USA) Inc., as syndication agent (in such
capacity and together with its successors and permitted assigns, the “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 Principal Amount of	 	Aggregate Principal Amount of	 	 
	Term Loans for All Lenders	 	Term Loans Assigned3	 	Percentage Assigned4
	$                    
	 	$                    
	 	____________.                     %






[The Remainder of this Page Was Intentionally Left Blank]



 






	 	 	 
	3	 	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.

	 
	4	 	Set forth, to at least 9 decimals, the Assigned
Interest as a percentage of the aggregate Term Loans. 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 SECOND LIEN 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, the Administrative Agent and the Syndication 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, (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 Term Loans, the percentage of the Term Loans 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, the Administrative Agent and the Syndication 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 (i) 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 and (ii) the
Syndication Agent to take such action as syndication agent on its behalf and to exercise such
powers under the Loans Documents as are delegated to the Syndication 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 SECOND LIEN 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 Syndication Agent and the Borrower, this Assignment
(including its attachments) will be delivered to the Administrative Agent for its recording in the
Register. The effective date of this Assignment (the “Effective Date”) shall be 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 payment in full of the Obligations)
and be released from its obligations (except those surviving the 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, the
Syndication 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 SECOND LIEN 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:5	 	 
	 
	 	 	 	 	 	 
	 	 	[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)]	 	 





 






	 	 	 
	5	 	Insert for each Assignee.





SIGNATURE PAGE FOR ASSIGNMENT

FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT



 


 









 





ACCEPTED and AGREED

this
 _____ 
day of
 _______:



	 	 	 	 	 
	[MACQUARIE CAPITAL (USA) INC.	 	 
	 

	 	as Syndication Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]6	 	 
	 
	 	 	 	 
	[BORROWER7	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]	 	 
	 
	 	 	 	 
	SOLELY FOR PURPOSES OF CONFIRMING

RECORDATION IN REGISTER:	 	 
	 
	 	 	 	 
	CORTLAND CAPITAL MARKET SERVICES LLC	 	 
	 

	 	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





 






	 	 	 
	6	 	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

	 
	7	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.




SIGNATURE PAGE FOR ASSIGNMENT

FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT



 


 









 









Exhibit B

to

Credit Agreement




Form of 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 Lender set forth above (the “Lender”) or
its registered assigns the Principal Amount set forth above, or, if less, the aggregate unpaid
principal amount of the Term Loans (as defined in the Credit Agreement referred to below) of the
Lender, 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 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 Cortland Capital Market Services LLC, as
Administrative Agent (as defined below), in the account of the Administrative Agent specified in
Section 2.13 of the Credit Agreement, 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 party thereto, Cortland Capital Market Services LLC, as administrative agent and collateral
agent for the Lenders (in such capacity, and together with its successors and permitted assigns,
the “Administrative Agent”), and Macquarie Capital (USA) Inc., 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 a Term Loan by the Lender
to the Borrower in an aggregate amount equal to the Principal Amount set forth above, the
indebtedness of the Borrower resulting from such 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




CORTLAND CAPITAL MARKET SERVICES LLC





as Administrative Agent under the

Credit Agreement referred to below



225 West Washington Street, Suite 1420

Chicago, Illinois 60606



_________ __, ____




Attention: Mike Fredian





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 party thereto, Cortland Capital Market Services
LLC, as administrative agent and collateral agent for such Lenders (in such capacity, and together
with its successors and permitted assigns, the “Administrative Agent”), and Macquarie
Capital (USA) Inc., 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(a) 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 October 21, 2011 (the “Funding Date”).




2. The Proposed Borrowing consists of an aggregate principal amount of Term Loans equal
to $85,000,000, of which $_____ _______ consists of Base Rate Loans and $_______ 
consists of
Eurodollar Rate Loans having an initial Interest Period of
 _____ months.



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.



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:	 	 






[SIGNATURE PAGE TO NOTICE

OF BORROWING DATED                     , ___]




 


C-1









 







Exhibit D

to

Credit Agreement




Form of Notice of Conversion or Continuation




CORTLAND CAPITAL MARKET SERVICES LLC





as Administrative Agent under the

Credit Agreement referred to below



225 West Washington Street, Suite 1420

Chicago, Illinois 60606



_________ __, ____




Attention: Mike Fredian





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 party thereto, Cortland Capital Market Services
LLC, as administrative agent and collateral agent for such Lenders (in such capacity, and together
with its successors and permitted assigns, the “Administrative Agent”), and Macquarie
Capital (USA) Inc., 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
 _____ 
months8 of Term 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
 _____ 
months9 of Term Loans in an aggregate outstanding principal amount
of $___________; and




(iii) a conversion, on
 ________,
 _________, to Base Rate Loans, of Term Loans in an aggregate
outstanding principal amount of $_________.



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 the proposed conversion or continuation set forth
above.


 






	 	 	 
	8	 	An Interest Period may only be 1 month until the
earlier of (x) 90 days following the Closing Date and (y) the occurrence of a
Successful Syndication (as defined in the Fee Letter).

	 
	9	 	An Interest Period may only be 1 month until the
earlier of (x) 90 days following the Closing Date and (y) the occurrence of a
Successful Syndication (as defined in the Fee Letter).




 


D-1









 





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 the 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:	 	 






 


D-2









 







Exhibit E

to

Credit Agreement




Form of Compliance Certificate




__________, ____10




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 party thereto and Cortland Capital Market Services LLC, as administrative agent and
collateral agent for such Lenders, and Macquarie Capital (USA) Inc., 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)]11 [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]12.




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 ending December 31, 2011 in reasonable detail]13 [to
determine compliance with each financial covenant contained in Article 5 of the
Credit Agreement that is tested on a quarterly basis]14 [and the calculations
used in determining Excess Cash Flow].15


 






	 	 	 
	10	 	Insert date of delivery of certificate.

	 
	11	 	Insert language in brackets only for quarterly
reports.

	 
	12	 	Insert language in brackets only for annual
certifications.

	 
	13	 	Use bracketed language for the Compliance Certificate
covering the Consolidated Leverage Ratio for the Fiscal Quarter ending December
31, 2011.

	 
	14	 	Use bracketed language for all Compliance Certificates
starting with the first Fiscal Quarter the financial covenants are tested,
which is March 31, 2012.

	 
	15	 	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.




 


E-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
each 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].16



[Signature Page Follows]



 






	 	 	 
	16	 	Insert if annual Consolidated Financial Statements set
forth in Section 6.1(c) of the Credit Agreement are delivered with the
Compliance Certificate.



 


E-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                      ___, ___]




 


E-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]17




 






	 	 	 
	17	 	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 F

to

Credit Agreement




Form of Guaranty and Security Agreement




Refer
to Exhibit 10.4



 


F-1









 





Exhibit G

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.


 


G-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 [ ]18 (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.


 






	 	 	 
	18	 	The date that is 6 years and 3 months from the date
the Merger is consummated.




 


G-2









 





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.


 


G-3









 





“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 that certain Credit Agreement, dated as of October 21,
2011, among the Company, the financial institutions from time to time party thereto as “Lenders”,
the financial institutions from time to time party thereto as “L/C Issuer”, General Electric
Capital Corporation, as administrative agent and collateral agent, and ING Capital LLC, as
syndication agent, 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. 19



“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.


 






	 	 	 
	19	 	Secured cash management obligations TBD.




 


G-4









 





“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.



“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 [ ].20




“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 Cortland Capital Market Services LLC, 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 that certain Second Lien Credit Agreement, dated as of
October 21, 2011, among the Company, the financial institutions from time to time party thereto as
“Lenders”, Cortland Capital Market Services LLC, as administrative agent and collateral agent for
the Lenders and Macquarie Capital (USA) Inc., as syndication agent, 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).


 






	 	 	 
	20	 	Actual quarterly payment dates will be inserted.




 


G-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.


 


G-6









 





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.



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.


 


G-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.


 


G-8









 





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.



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.


 


G-9









 





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.



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.


 


G-10









 





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.



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.


 


G-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
	222 West 42nd St.

	 	11175 Cicero Drive, Suite 600 
	New York, NY 10036

	 	Alpharetta, GA 30022-1167
	Attn: Hiram Lazar

	 	Attn: Westwood One, Inc. Account Manager
	Tel: (212) 419-2890

	 	Tel: (678) 624-7900
	Fax: (646) 285-0174

	 	Fax: (678) 624-7930
	 
	 	 
	with a copy to:

	 	with a copy to:
	 
	 	 
	Kirkland & Ellis LLP

	 	Sidley Austin LLP
	333 S. Hope Street

	 	One S. Dearborn
	Los Angeles, California 90071

	 	Chicago, Illinois 60603
	Attn: David Nemecek

	 	Attn: Michael Gold
	Tel: (213) 680-8111

	 	Tel: (312) 853-7148
	Fax: (213) 808-8107

	 	Fax: (312) 853-7036
	 
	 	 
	HOLDER

	 	SECOND LIEN AGENT
	[Name]

	 	Cortland Capital Market Services LLC
	[address]

	 	225 West Washington Street, Suite 1420 
	 

	 	Chicago, Illinois 60606
	 

	 	Attn: Mike Fredian
	 

	 	Tel: (312) 564-5078
	 

	 	Fax: (312) 376-0751
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	McGuireWoods LLP
	 

	 	77 West Wacker Drive, Suite 4100 
	 

	 	Chicago, Illinois 60601
	 

	 	Attn: Mark A. Kromkowski
	 

	 	Tel: (312) 849-8170
	 

	 	Fax: (312) 698-4548





 


G-12









 





	 	 	 
	 

	 	and:
	 
	 	 
	 

	 	Macquarie Capital (USA) Inc.
	 

	 	125 West 55th Street 
	 

	 	New York, New York 10019
	 

	 	Attn: Arvind Admal
	 

	 	Tel: (212) 231-2099
	 

	 	Fax: (212) 231-0629
	 

	 	Attn: David Anekstein
	 

	 	Tel: (212) 231-6187
	 

	 	Fax: (212) 231-0629
	 
	 	 
	 

	 	and:
	 
	 	 
	 

	 	Latham & Watkins LLP
	 

	 	355 S. Grand Ave. 
	 

	 	Los Angeles, California 90071
	 

	 	Attn: Stacey Rosenberg
	 

	 	Tel: (213) 891-8554
	 

	 	Fax: (213) 891-8763






[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




* * * * *



 


G-13









 







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:	 	 






 


G-14









 







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




Form of Affiliated Lender Assignment




This Assignment, dated as of the Effective Date, is entered into between the Assignor and the
Assignee (each as identified on the signature pages hereof).



The parties hereto hereby agree as follows:



	 	 	 
	Borrower:

	 	Westwood One, Inc., a Delaware corporation (the “Borrower”)
	 
	 	 
	Administrative Agent:

	 	Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in
such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
	 
	 	 
	Credit Agreement:

	 	Second Lien Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders party
thereto, the Administrative Agent and Macquarie Capital (USA) Inc., as syndication agent (in such
capacity and together with its successors and permitted assigns, the “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:

	 	
 __________,
 _______]21
	 
	 	 
	Effective Date:

	 	
____________, ______ 
22





 






	 	 	 
	21	 	Insert for informational purposes only if needed to
determine other arrangements between the Assignor and the Assignee.

	 
	22	 	To be filled out by Administrative Agent upon entry in
the Register.




 


EXHIBIT I-1









 





	 	 	 	 	 
	Aggregate Principal Amount of	 	Aggregate Principal Amount of	 	 
	Term Loans for all Lenders	 	Term Loans Assigned23	 	Percentage Assigned24
	$                    
	 	$                    
	 	_.                    %






[The Remainder of this Page Was Intentionally Left Blank]



 






	 	 	 
	23	 	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.

	 
	24	 	Set forth, to at least 9 decimals, the Assigned
Interest as a percentage of the aggregate Term Loans. 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 I-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, the Administrative Agent and the Syndication 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, (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 Term Loans, the percentage of the Term Loans 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, the Administrative Agent and the Syndication 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
(i) 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 and (ii) the Syndication Agent to take such action as syndication agent on its behalf and
to exercise such powers under the Loans Documents as are delegate to the Syndication 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


 


EXHIBIT I-3









 






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 wiaver of such requirements).



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 Syndication Agent and the Borrower, this Assignment
(including its attachments) will be delivered to the Administrative Agent for its recording in the
Register. The effective date of this Assignment (the “Effective Date”) shall be 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 Section 11.2(g)) and (b)
Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those
surviving the payment in full of the Obligations) and be released from its obligations (except
those surviving the 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, the
Syndication 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 I-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]:25	 	 
	 
	 	 	 	 	 	 
	 	 	[Insert Address (including contact name, fax	 	 
	 

	 	 	 	number and e-mail address)]	 	 





 





	 	 	 
	25	 	Lending office information only applicable for Debt
Fund Affiliates, but notice information should also be provided for Non-Debt
Fund Affiliates.




 


EXHIBIT I-5









 





	 	 	 	 	 
	ACCEPTED and AGREED	 	 
	this __ day of ______ _____:	 	 
	 
	 	 	 	 
	[MACQUARIE CAPITAL (USA) INC.	 	 
	 

	 	as Syndication Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]26	 	 
	 
	 	 	 	 
	[BORROWER27	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]	 	 
	 
	 	 	 	 
	SOLELY FOR PURPOSES OF CONFIRMING	 	 
	RECORDATION IN REGISTER:	 	 
	 
	 	 	 	 
	CORTLAND CAPITAL MARKET SERVICES LLC

	 	 
	 

	 	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





 





	 	 	 
	26	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.

	 
	27	 	Include only if required pursuant to
Section 11.2(b) of the Credit Agreement.




 


EXHIBIT I-6









 





Exhibit J

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 expense
reimbursement obligations). [Non-Loan Party] hereby agrees that it will not following written
notice by any 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 unasserted 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 Guaranty and Security Agreement and the Credit Agreement, of all
amounts payable under or in respect of the 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, 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).



Capitalized terms used but not defined herein have the meanings set forth in the Second Lien Credit
Agreement, dated as of October 21, 2011, among Westwood One, Inc., the Lenders party thereto,
Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders,
and Macquarie Capital (USA) Inc., as syndication agent, as the same may be amended, restated,
supplemented or otherwise modified from time to time.



 


EXHIBIT J-1









 







Exhibit K-1

to

Credit Agreement




Form of Series A Preferred Stock




[See attached]



 


EXHIBIT K-1-1









 







Exhibit K-2

to

Credit Agreement




Form of Series B Preferred Stock




[See attached]





 


EXHIBIT K-2-1