Exhibit 10.1






Exhibit
10.1


EXECUTION VERSION




WESTWOOD ONE, INC.




SECOND AMENDMENT TO CREDIT AGREEMENT




THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of
March 30, 2010, by and among Westwood One, Inc., a Delaware corporation (the “Company”), the
lenders under the Credit Agreement (defined below) (the “Lenders”) that are signatory hereto, and
Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative
agent for the Lenders (“Agent”). Capitalized terms used and not defined herein have the respective
meanings ascribed thereto in the Credit Agreement (defined below).



WITNESSETH:




WHEREAS, the Company, Agent and the Lenders are parties to that certain Credit Agreement,
dated as of April 23, 2009 (as in effect on the date hereof, the “Existing Credit Agreement” and as
in effect after giving effect to this Amendment, the “Credit Agreement”);



WHEREAS, the Company is also party to that certain Securities Purchase Agreement, dated as of
April 23, 2009 (as amended from time to time the “Securities Purchase Agreement‘), pursuant to
which the Company issued $117,500,000 of its 15% Senior Secured Notes due July 15, 2012 (the
“Notes”);



WHEREAS, the Company has requested that the Noteholders amend certain provisions of the
Securities Purchase Agreement as more particularly provided in that certain Second Amendment to
Securities Purchase Agreement (the “Second Notes Amendment”), dated as of March 30, 2010, by and
between the Company and the requisite noteholders; and



WHEREAS, the Company has requested that the Lenders amend certain provisions of the Existing
Credit Agreement as more particularly provided herein; and



WHEREAS, subject to the satisfaction of the conditions set forth in Section 2 hereof, the
Lenders are willing to agree to amend such provisions of the Existing Credit Agreement on the terms
set forth herein;



NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are hereby acknowledged, the Company, the Lenders agree as follows:



1. Amendments. The Existing Credit Agreement is hereby amended as follows (the
“Credit Agreement Amendment”):



(a) Section 6.1 of the Existing Credit Agreement is hereby amended by deleting the word “and”
at the end of clause (v) thereof, by deleting the period at the end



 


 









 






of clause (vi) thereof and inserting “, and” in lieu thereof and inserting a new clause (vii)
to read as follows:




“(vii) the incurrence and repayment, retirement or redemption of obligations in
respect of the Gores Subordinated Investment (along with the execution, delivery and
performance of any applicable Gores Subordinated Investment Documentation), so long as any
cash payments made to repay, retire or redeem any of such obligations are funded solely
with the proceeds of the Tax Refund pursuant to Section 4(b) of the Second Notes Amendment
(as in effect on March 30, 2010).”



(b) Section 6.3 of the Existing Credit is hereby amended by deleting the word “and”
immediately following clause (e) thereof, by deleting the period at the end of clause (f) thereof
and inserting “; and” in lieu thereof, and inserting a new clause (g) to read as follows:




“(g) unsecured Indebtedness consisting of the Gores Subordinated Investment.”



(c) Section 7.1 of the Existing Credit Agreement is hereby amended by amending and restating
the table set forth therein in its entirety as follows:



	 	 	 
	“Date	 	Ratio
	March 31, 2010
	 	9.20 to 1.0
	June 30, 2010
	 	8.65 to 1.0
	September 30, 2010
	 	8.05 to 1.0
	December 31, 2010
	 	7.50 to 1.0
	March 31, 2011
	 	6.90 to 1.0
	June 30, 2011
	 	6.35 to 1.0
	September 30, 2011
	 	5.75 to 1.0
	December 31, 2011
	 	5.20 to 1.0
	March 31, 2012
	 	4.05 to 1.0
	June 30, 2012

and the last day of each fiscal
 quarter thereafter
	 	  4.05 to 1.0”






(d) Schedule 1.1 to the Existing Credit Agreement is hereby amended by adding the
following new definitions in their appropriate alphabetical order:




“Gores Limited Guaranty” means that certain Limited Guaranty, dated as of
March 30, 2010, by Sponsor Guarantors in favor of the New Noteholders.


 


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“Gores Limited Guaranty Subordination Agreement” has the meaning set forth in
the definition of Gores Subordinated Investment.




“Gores Subordinated Investment” means (a) the repayment obligations owing from
the Borrower to the Sponsor Guarantors as a result of any payments made by the Sponsor
Guarantors pursuant to Section 2(a) of the Gores Limited Guaranty (as in effect on March
30, 2010), and (b) any subordinated loan or other subordinated debt investment or any
equity investment made by the Sponsor Guarantors to or in the Borrower solely to the extent
made in order to fund any portion of the prepayment of the New Senior Notes required to be
paid by the Borrower pursuant to Section 4 of the Second Notes Amendment, in each case
together with any capitalized interest or other return on such obligations, loan or other
debt or equity investment, which subordinated loan or other debt or equity investment
(together with such capitalized interest or other capitalized return) shall be upon fair
and reasonable terms no less favorable to the Borrower than would be obtainable in a
comparable arm’s length transaction with a Person that is not an Affiliate; provided that,
with respect to each of clauses (a) and (b) above:




(i) the aggregate amount of such repayment obligations, subordinated loans,
other subordinated debt investments and/or equity investments shall not exceed the
sum of (A) $10,000,000 (less any cash payments from time to time made thereon by
the Borrower to the Sponsor Guarantors), plus (B) the aggregate amount of any
capitalized interest or other return on any such repayment obligations,
subordinated loans, other subordinated debt investments and/or equity investments;




(ii) no cash payments (whether pursuant to any redemption, retirement or any
repayment or prepayment requirement or otherwise) in respect of any such repayment
obligations, subordinated loans, other subordinated debt investments and/or equity
investments, or in respect of any subrogation rights pertaining to the Gores
Limited Guaranty, shall be made by the Company or any Subsidiary (or shall become
due) or accepted by any Sponsor Guarantor until 180 days following the Payoff Date,
except to the extent funded solely with the proceeds of the Tax Refund pursuant to
Section 4(b) of the Second Notes Amendment (as in effect on March 30, 2010);




(iii) in no event shall any such repayment obligations, subordinated loans,
other subordinated debt investments and/or equity investments be secured by a Lien
on any property of the Borrower or any Subsidiary;




(iv) all of such subordinated loans, other subordinated debt investments
and/or equity investments described in clause (b) above shall be deeply
subordinated to the Obligations pursuant to a subordination and intercreditor
agreement, in form and substance reasonably satisfactory to Agent and Sponsor
Guarantors, pursuant to which, among other things, all



 


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cash payments and other distributions thereon shall be prohibited in the
manner described in clause (ii) above and no enforcement actions with respect to
such items shall be permitted until 180 days following the Payoff Date, provided
that such subordination and intercreditor agreement shall provide that the Sponsor
Guarantors shall be entitled to receive payments from the Borrower or a Subsidiary
in respect of such subordinated obligations to the extent such payments are funded
solely with the proceeds of the Tax Refund pursuant to Section 4(b) of the Second
Notes Amendment (as in effect on March 30, 2010) (such subordination and
intercreditor agreement, the “Gores Limited Guaranty Subordination Agreement”); and




(v) with respect to any such investment described in clause (b) above, the
Gores Subordinated Investment Documentation shall specify that the proceeds of such
Gores Subordinated Investment are earmarked for the prepayment of, and shall be
used exclusively to prepay, the New Senior Notes in accordance with Section 4 of
the Second Notes Amendment (as in effect on March 30, 2010) (or, to the extent any
such prepayment of the New Senior Notes was made prior to the date of such Gores
Subordinated Investment, to replenish the funds used by the Borrower to make such
prepayment).




“Gores Subordinated Investment Documentation” means any documents, instruments
and agreements evidencing the Gores Subordinated Investment, so long as such documentation
meets the requirements of the definition of “Gores Subordinated Investment”.




“Second Amendment” means that certain Second Amendment to Credit Agreement,
dated as of March 30, 2010, by and among the Borrower and the Lenders party thereto.




“Second Notes Amendment” means that certain Second Amendment to Securities
Purchase Agreement, dated as of March 30, 2010, by and among the Borrower and the New
Noteholders party thereto.




“Tax Refund” has the meaning set forth in Section 4 of the Second Notes
Amendment (as in effect on March 30, 2010).



(e) The definition of “Consolidated EBITDA” set forth in Schedule 1.1 to the Existing Credit
Agreement is hereby amended by inserting a new paragraph at the end thereof to read as follows:




“Notwithstanding the foregoing, (i) solely for purposes of calculating the Senior Debt
Leverage Ratio for the fiscal quarters ending March 31, 2010, June 30, 2010, and September
30, 2010, Consolidated EBITDA for the four fiscal quarters ending on such date shall be
deemed to be increased by an amount not exceeding $1,652,000, and (ii) to the extent that
the Senior Leverage Amendment


 


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Fee (as defined in the Second Notes Amendment as in effect on March 30, 2010) is
deducted in the determination of Consolidated Net Income of the Borrower and its
Subsidiaries for any period then Consolidated EBITDA for such period shall be deemed to be
increased by the amount of such deduction resulting from the Senior Leverage Amendment
Fee.”



(f) The definition of “Loan Documents” set forth in Schedule 1.1 to the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:




“Loan Documents” means the Agreement, any Compliance Certificate, the Fee
Letter, the Guaranty, the Letters of Credit, the Sponsor Guaranty and Put Agreement, the
Sponsor Letter of Credit, the Gores Limited Guaranty Subordination Agreement (if any), any
note or notes executed by Borrower in connection with the Agreement and payable to a member
of the Lender Group, and any other agreement entered into, now or in the future, by
Borrower or any of its Subsidiaries or any Sponsor Guarantor and the Lender Group in
connection with the Agreement.



(g) The definition of “Restricted Payment” set forth in Schedule 1.1 to the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:




“Restricted Payment” means:




(a) any dividend or other distribution (whether in cash, securities or other property)
with respect to any capital stock or other Equity Interest of any Person or any of its
Subsidiaries, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock or other
Equity Interest, or on account of any return of capital to any Person’s stockholders,
partners or members (or the equivalent of any thereof), or any option, warrant or other
right to acquire any such dividend or other distribution or payment, except for any
payment, repurchase, redemption or other distribution in respect of any Gores Subordinated
Investment consisting of an equity investment by the Sponsor Guarantors in the Borrower so
long as such payment, repurchase, redemption or other distribution is required pursuant to
the Gores Subordinated Investment Documentation evidencing such Gores Subordinated
Investment and such payment, repurchase, redemption or other distribution is funded solely
with the proceeds of the Tax Refund pursuant to the terms of Section 4(b) of the Second
Notes Amendment (as in effect on March 30, 2010); and




(b) any payment, repayment, redemption, retirement, repurchase or other acquisition,
direct or indirect, by the Borrower or any Subsidiary of, on account of or in respect of,
the principal of any Indebtedness that is subordinated in right of payment to the
Indebtedness owing under the New Senior Notes prior


 


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to the regularly scheduled maturity date thereof except repayments of the Gores
Subordinated Investment funded solely with with proceeds of the Tax Refund pursuant to the
terms of Section 4(b) of the Second Notes Amendment (as in effect on March 30, 2010).”



2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision
of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is
understood and agreed that this Amendment shall not become effective, and the Company shall have no
rights hereunder, until satisfaction of the condition set forth in the penultimate sentence of this
Section 2 and until each Lender shall have received:



(a) a copy of this Amendment executed by the Loan Parties, the Sponsor Guarantors and the
Required Lenders;



(b) a copy of the fully executed Second Notes Amendment along with a copy of the fully
executed Gores Limited Guaranty, each in substantially the forms attached to Exhibit A (it being
understood and agreed any changes in the executed Second Notes Amendment or Gores Limited Guaranty
from the forms attached to Exhibit A must be reasonably satisfactory to Required Lenders);



(c) payment of the reasonable fees, charges and disbursements of counsel to Agent and incurred
in connection with this Amendment (as set forth in invoices provided by Goldberg Kohn Ltd. to the
Company on or prior to the date hereof); and



(d) the representations and warranties set forth in Section 3 of this Amendment shall be true
and correct as of the date hereof.



In addition, all corporate and other proceedings in connection with the transactions contemplated
by this Amendment and all documents and instruments incident to such transactions shall be
reasonably satisfactory to the Required Lenders (such satisfaction to be established by the
execution and delivery of this Amendment by the Required Lenders). The date on which all such
conditions to the effectiveness of this Amendment have been met is referred to herein as the
“Effective Date”.



3. Representations and Warranties. To induce the Lenders to enter into this
Amendment, the Company hereby represents and warrants to the Lenders that:



(a) The execution and delivery by the Company of this Amendment, and the performance by the
Company of this Amendment and the Second Notes Amendment (i) are within the Company’s power and
authority; (ii) have been duly authorized by all necessary corporate action; (iii) are not in
contravention of any provision of the Company’s certificate of incorporation or bylaws or other
organizational documents; (iv) do not violate any law or regulation, or any order or decree of any
Governmental Authority applicable to the Company or any Subsidiary; (v) except as set forth on
Schedule 3(e) hereto with respect to the Securities Purchase Agreement, do not conflict
with or result in the breach or termination of, constitute a default under or accelerate any
performance required by, any indenture, mortgage, deed of trust, lease, agreement or



 


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other instrument to which the Company or any of its Subsidiaries is a party or by which the
Company or any such Subsidiary or any of their respective property is bound; (vi) do not result in
the creation or imposition of any Lien upon any of the property of the Company or any of its
Subsidiaries, except pursuant to the Security Documents (as such term is defined in the Securities
Purchase Agreement); and (vii) except as set forth on Schedule 3(e) hereto with respect to
the Securities Purchase Agreement and except for such consents or approvals as have already been
obtained, do not require the consent or approval of any Governmental Authority or any other Person.



(b) This Amendment has been duly executed and delivered by the Company and this Amendment
constitutes, a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms except as the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in
general or by general principles of equity.



(c) Subject to any changes in the executed Second Notes Amendment and Gores Limited Guaranty
from the forms attached to Exhibit A, which changes would have to be reasonably satisfactory to
Required Lenders, a true, complete and correct copy of each of the Second Notes Amendment and the
Gores Limited Guaranty are attached hereto as Exhibit A.



(d) No Default or Event of Default has occurred and is continuing as of the date hereof and as
of the Effective Date.



(e) Except as set forth on Schedule 3(e) hereto, the representations and warranties of
the Company and each other Loan Party contained in the Credit Agreement and each of the other Loan
Documents are true and correct as of the date hereof as if made on the date hereof (other than
those which, by their terms, specifically are made as of certain dates prior to the date hereof,
which are true and correct as of such dates).



(f) Other than (i) payment of the reasonable fees, charges and disbursements of Conway, Del
Genio, Gries & Co., LLC and counsel to the Noteholders, in each case incurred in connection with
the Second Notes Amendment, (ii) the requirement that the Notes be prepaid in accordance with the
terms and conditions of Section 4 of the Second Notes Amendment and (iii) the Senior Leverage
Amendment Fee (as defined in the Second Notes Amendment), no consideration has been paid or is
payable by the Company to any other Person, in its capacity as lender, noteholder and/or guarantor,
as an inducement to the Company’s or such Person’s execution and delivery of the Second Notes
Amendment.



4. Leverage Amendment Fee. In the event that the Senior Debt Leverage Ratio is
greater than 4.50 to 1.00 as of the last day of the fiscal quarter ending December 31, 2010, the
Company shall pay to the Agent (for the ratable benefit of the Lenders) a fee (the “Leverage
Amendment Fee”) in an amount equal to (x) one-quarter of the amount of the Senior Leverage
Amendment Fee (as defined in the Second Notes Amendment (as in effect on March 30, 2010)) times (y)
(A) the sum of (i) the outstanding



 


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principal amount of the Term Loan as of December 31, 2010 plus (ii) the Maximum Revolver
Amount as of December 31, 2010 (or, if the Revolver Commitments shall have been terminated as
December 31, 2010, the sum of the principal amount of the outstanding Advances and Letter of Credit
Usage as of December 31, 2010), divided by (B) the outstanding principal amount of the New Senior
Notes as of December 31, 2010, which Leverage Amendment Fee shall be fully earned and shall be due
and payable on the earliest of (i) Maturity Date, (ii) such earlier date as the Obligations shall
have become due and payable in accordance with the terms of the Credit Agreement, or (iii) such
earlier date as the Obligations are paid in full.



5. Effect of Amendment. Except as set forth expressly herein, all terms of the
Existing Credit Agreement, as amended hereby, each other Loan Document and any document entered
into in connection therewith, shall be and remain in full force and effect. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Lenders under the Existing Credit
Agreement, any other Loan Document or any other documents entered into in connection therewith, nor
constitute a waiver of any provision of the Existing Credit Agreement, any other Loan Document or
any other documents entered into in connection therewith. Any and all notices, requests,
certificates and other instruments executed and delivered after the execution and delivery of this
Amendment may refer to the Existing Credit Agreement without making specific reference to this
Amendment, but nevertheless all such references shall include this Amendment unless the context
otherwise requires. It is understood that, to the extent the consent of Agent and Lenders is
required by the Subordination Agreement or the Credit Agreement for the prepayment of the Notes or
the execution, delivery and performance of the Second Notes Amendment, Agent and Lenders hereby
consent to the prepayment of the Notes pursuant to Section 4 of the Second Notes Amendment (as in
effect on March 30, 2010) and the execution, delivery and performance of the Second Notes Amendment
(as in effect on March 30, 2010).




6. Confirmation of the Subsidiary Guaranty and the Sponsor Guaranty and Put Agreement.



(a) By executing this Amendment each of the Subsidiary Guarantors acknowledges and confirms
that (a) the Guaranty continues in full force and effect notwithstanding this Amendment and (b) the
indebtedness, liabilities and obligations of the Company under the Credit Agreement, each other
Loan Document and this Amendment constitute indebtedness, liabilities and obligations guaranteed
under the Guaranty. Nothing in this Amendment extinguishes, novates or releases any right, claim,
or entitlement of any of the Lenders created by or contained in the Loan Documents nor is the
Company nor any other Loan Party released from any covenant, warranty or obligation created by or
contained herein or therein, except as such covenants and obligations are specifically amended by
this Amendment.



(b) By executing this Amendment each of the Sponsor Guarantors acknowledges and confirms that
(a) the Sponsor Guaranty and Put Agreement continues in full force and effect notwithstanding this
Amendment and (b) the indebtedness,



 


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liabilities and obligations of the Company under the Credit Agreement, each other Loan
Document and this Amendment constitute indebtedness, liabilities and obligations guaranteed under
the Sponsor Guaranty and Put Agreement. Nothing in this Amendment extinguishes, novates or
releases any right, claim, or entitlement of any of the Lenders created by or contained in the Loan
Documents nor is the Company nor any other Loan Party nor any Sponsor Guarantor released from any
covenant, warranty or obligation created by or contained herein or therein, except as such
covenants and obligations are specifically amended by this Amendment. In order to induce Agent and
Lenders to enter into this Amendment, each Sponsor Guarantor hereby warrants to Agent and Lenders,
as of the date hereof and after giving pro forma effect to the issuance of the Gores Limited
Guaranty and the making of the Gores Subordinated Investment, that the representations and
warranties of each Sponsor Guarantor contained in the Sponsor Guaranty and Put Agreement
(including, without limitation, the representations and warranties set forth in Section 6(a)(x) and
6(a)(xiii) thereof) are true and correct as of the date hereof as if made on the date hereof (other
than those which, by their terms, specifically are made as of certain dates prior to the date
hereof, which are true and correct as of such dates), and that no Sponsor Event of Default (as
defined in the Sponsor Guaranty and Put Agreement) has occurred as of the date hereof.



(c) By executing this Amendment, each Sponsor Guarantor acknowledges and agrees that (a) any
subrogation rights or other rights to seek any contribution, reimbursement, or restitution from
Company or any Subsidiary that Sponsor Guarantors may have due to any payments made under the Gores
Limited Guaranty or otherwise with respect to the Gores Limited Guaranty (collectively, the
“Subrogation Rights”) may not be exercised until the date that is 180 days following the
Payoff Date other than the exercise of Subrogation Rights to collect a payment funded by the
Company solely with the proceeds of a Tax Refund pursuant to Section 4(b) of the Second Notes
Amendment (as in effect on March 30, 2010), (b) except to the extent of payments permitted by
Section 4(b) of the Second Notes Amendment (as in effect on March 30, 2010), any Subrogation Rights
and any Gores Subordinated Investment of the type described in clause (b) of the definition thereof
(any such investments of the type described in clause (b) of the definition of Gores Subordinated
Investment, collectively, “Clause (B) Investments”), are subordinated to the prior payment
in full of the Obligations (other than contingent indemnification obligations and contingent
reimbursement obligations in respect of which no claim for payment has been asserted in writing),
(c) no cash payments or distributions in respect of any Subrogation Rights or Clause (B)
Investments (whether pursuant to any redemption, retirement or any repayment or prepayment
requirement or otherwise) shall be made by the Company or any Subsidiary (or shall become due) or
accepted by any Sponsor Guarantor until 180 days following the Payoff Date, except to the extent
funded solely with the proceeds of the Tax Refund pursuant to Section 4(b) of the Second Notes
Amendment (as in effect on March 30, 2010), (d) no Sponsor Guarantor may take any enforcement
action with respect to any Subrogation Rights or any Clause (B) Investments until 180 days
following the Payoff Date except in connection with payments to be funded solely with cash proceeds
of the Tax Refund permitted by Section 4(b) of the Second Notes Amendment (as in effect on March
30, 2010), (e) in the event that any Sponsor Guarantor receives any cash payment or other
distribution in violation of the foregoing clauses (a), (b), (c) or (d) (it being expressly



 


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understood that payments funded solely with the proceeds of the Tax Refund pursuant to Section
4(b) of the Second Notes Amendment (as in effect on March 30, 2010) shall not constitute payments
or distributions in violation of the foregoing clauses (a), (b), (c) or (d)), such Sponsor
Guarantor shall hold such payment in trust for the benefit of the holders of the New Senior Notes,
Agent and Lenders and upon demand by Agent such Sponsor Guarantor shall promptly turn over such
payment or other distribution (i) at any time the New Senior Notes have not been paid in full, to
the collateral agent for the New Senior Notes for application to the New Senior Notes pursuant to
the Securities Purchase Agreement, and (ii) at any time after the New Senior Notes have been paid
in full, to Agent for application to the Obligations pursuant to the Credit Agreement, (f) none of
the Subrogation Rights or the Clause (B) Investments shall be secured by any Lien on any property
of the Company or any of its Subsidiaries, and (g) prior to or upon the making of any Clause (B)
Investment, Sponsor Guarantors shall execute and deliver the Gores Limited Guaranty Subordination
Agreement to, among other things, more fully evidence the subordination of the Subrogation Rights
and the Clause (B) Investments to the Obligations described above. This Section 6(c) shall be
binding on each Sponsor Guarantor and each of their respective successors and assigns.




7. Release.



(a) In consideration of the agreements of Agent and Lenders contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each
of Company, each Subsidiary Guarantor and each Sponsor Guarantor, on behalf of itself and its
successors, assigns, and other legal representatives, hereby absolutely, unconditionally and
irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and
assigns, and their present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent,
each Lender and all such other Persons being hereinafter referred to collectively as the
“Releasees” and individually as a “Releasee”), of and from all demands, actions,
causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money,
accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights
of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively,
“Claims”) of every name and nature, either known or suspected, both at law and in equity,
which Company, any Subsidiary Guarantor, any Sponsor Guarantor or any of their successors, assigns,
or other legal representatives may now or hereafter own, hold, have or claim to have against the
Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever which arises at any time on or prior to the day and date of this Amendment, including,
without limitation, for or on account of, or in relation to, or in any way in connection with any
of the Credit Agreement, or any of the other Loan Documents or any other documents entered into in
connection therewith or transactions thereunder or related thereto.



(b) Each of Company, each Subsidiary Guarantor and each Sponsor Guarantor understands,
acknowledges and agrees that the release set forth above may be pleaded as a full and complete
defense and may be used as a basis for an injunction against any



 


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action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of
the provisions of such release.



8. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of California excluding choice-of-law principles of the law of
such State that would require the application of the laws of a jurisdiction other than such State.



9. No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Existing Credit Agreement or an accord and satisfaction in
regard thereto.



10. Fees and Expenses. Whether or not this Amendment becomes effective, the Company
will, in accordance with Section 17.10 of the Existing Credit Agreement, promptly (and in
any event within 30 days of receiving any statement or invoice therefor) pay all Lender Group
Expenses relating to this Amendment, including, without limitation, the reasonable attorneys fees
and expenses of the counsel of the Agent, Goldberg Kohn Ltd.



11. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart hereof.



12. Binding Nature. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.



13. Entire Understanding. This Amendment and the other Loan Documents set forth the
entire understanding of the parties with respect to the matters set forth herein and therein, and
shall supersede any prior negotiations or agreements, whether written or oral, with respect
thereto.



14. Headings. The headings of the sections of this Amendment are inserted for
convenience only and shall not be deemed to constitute a part of this Amendment.



[Signature Pages To Follow]




 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	

COMPANY: 

WESTWOOD ONE, INC.

 	 
	 	By:  	/s/ Roderick M. Sherwood, III 	 
	 	 	Name:  	Roderick M. Sherwood, III 	 
	 	 	Title:  	President and CFO 	 
	 
	 	GUARANTORS: 

METRO NETWORKS COMMUNICATIONS, INC.





METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP

 	 
	 	By:  	METRO NETWORKS 
COMMUNICATIONS, INC., 
as General Partner
 	 
	 
	 	

METRO NETWORKS, INC.



METRO NETWORKS SERVICES, INC.



SMARTROUTE SYSTEMS, INC.



WESTWOOD NATIONAL RADIO CORPORATION



WESTWOOD ONE PROPERTIES, INC.



WESTWOOD ONE RADIO, INC.



WESTWOOD ONE RADIO NETWORKS, INC.



WESTWOOD ONE STATIONS — NYC, INC.



TLAC, INC.

 	 
	 	 	 
	 	By:  	/s/ Roderick M. Sherwood, III 	 
	 	 	Name:  	Roderick M. Sherwood, III 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Second Amendment to Credit Agreement




 


 









 






The foregoing is hereby agreed to as of the date thereof.




	 	 	 	 	 
	 	

AGENT AND LENDER:



WELLS FARGO CAPITAL FINANCE, LLC

 	 
	 	By:  	/s/ Amelie Yehros 	 
	 	 	Name:  	Amelie Yehros 	 
	 	 	Title:  	SVP 	 




Signature Page to Second Amendment to Credit Agreement



 


 









 





	 	 	 	 	 


The foregoing is hereby agreed to as of the date thereof.




	 	 	 	 	 
	 	SPONSOR GUARANTORS



GORES CAPITAL PARTNERS II, L.P.

 	 
	 	By:  	GORES CAPITAL ADVISORS II, LLC, 
Its General Partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	                 THE GORES GROUP, LLC,
 Its Manager
 	 
	 	 	 	 
	 	 	 
	 	By  	/s/ Steven G. Eisner 
 	 
	 	 	Name:  	Steven G. Eisner 	 
	 	 	Its:  Vice President 	 
	 
	 	GORES CO-INVEST PARTNERSHIP II, L.P.

 	 
	 	By:  	GORES CAPITAL ADVISORS II, LLC,
 Its General Partner
 	 
	 
	 	 	 
	 	By:  	                  THE GORES GROUP, LLC,
 Its Manager
 	 
	 
	 	 	 
	 	By  	/s/ Steven G. Eisner 	 
	 	 	Name:  	Steven G. Eisner 	 
	 	 	Its:  Vice President 	 




Signature Page to Second Amendment to Credit Agreement



 


 









 





	 	 	 	 	 



Exhibit A




Second Notes Amendment




Refer
to Exhibit 4.1




 


 









 







Gores Limited Guaranty (see attached)




Refer
to Annex 2 of Exhibit 4.1




 


 









 







Schedule 3(e)




Exceptions to No Conflict Representation and Warranty





Pursuant to Section 4 of the Second Notes Amendment , the Company has agreed to prepay the New
Senior Notes on the dates and in the amounts set forth in Section 4 thereof. To the extent any
prepayment of New Senior Notes does not equal or exceed the “5% Minimum Requirement” (as defined in
the Second Notes Amendment), such prepayment, in the absence of a waiver by each holder of New
Senior Notes regarding such optional prepayment on or prior to the date of prepayment, could be
deemed a conflict under the terms of the New Senior Note Agreement solely as a result of the
failure of the Company to comply with the 5% Minimum Requirement in connection with such
prepayment. The Company’s representations and warranties are qualified in their entirety by
reference to such conflict described herein and in Section 4(c) of the Second Notes Amendment and
by any other breach of, or conflict with, the 5% Minimum Requirement.