Exhibit 10.4


 





EXECUTION
VERSION


 


AMENDMENT NO. 3 TO THE CREDIT AGREEMENT



 


THIS AMENDMENT NO. 3
TO THE CREDIT AGREEMENT (this “Amendment”), dated as of July 11, 2014, is made by and among TOWNSQUARE RADIO,
LLC, a Delaware limited liability company (the “Borrower”), TOWNSQUARE RADIO HOLDINGS, LLC, a Delaware limited
liability company (“Holdings”), each of the other Loan Parties signatory hereto, each of the undersigned banks
and other financial institutions party hereto as lenders (in such capacity, the “Lenders”) and GENERAL ELECTRIC
CAPITAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders
under, and as defined in, the Credit Agreement (as defined below).


 


PRELIMINARY STATEMENTS:


 


WHEREAS, the Borrower,
Holdings, the Administrative Agent, the other agents party thereto, and the lenders from time to time party thereto are parties
to a Credit Agreement, dated as of April 4, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement;


 


WHEREAS, the Borrower,
Holdings, the Administrative Agent and the Lenders signatory hereto have agreed to amend certain provisions of the Credit Agreement,
in a manner, and on the terms and conditions, provided for herein.


 


NOW THEREFORE, in consideration
of the premises and for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged,
Borrower, Holdings, the Administrative Agent and the Lenders hereby agree as follows:


 


		1.	Amendments.



 


a)        Section
1.1 of the Credit Agreement is hereby amended by amending and restating the defined term “Revolving Credit Commitment”
to read in its entirety as follows:


 


““Revolving
Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving
Loans and acquire interests in other Revolving Credit Outstandings, which commitment is in the amount set forth opposite such Lender’s
name on Schedule I under the caption “Revolving Credit Commitment”, as amended to reflect Assignments
and as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Revolving Credit Commitments on the Closing
Date was $10,000,000 and the aggregate amount of the Revolving Credit Commitments was increased to $25,000,000 on the Third Amendment
Closing Date.”


 


b)       Section
1.1 of the Credit Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical order:


 


“Third
Amendment” means that certain Amendment No. 3 to the Credit Agreement, dated as of July 11, 2014, by and among the Administrative
Agent, the Borrower, Holdings, the other Loan Parties signatory thereto and the Lenders signatory thereto.


 




    	 



    	 



    

  


“Third
Amendment Closing Date” means the first date on which all of the conditions precedent to effectiveness of the Third Amendment
set forth in Section 2 of the Third Amendment have been satisfied or duly waived.


 


c)        Schedule
I of the Credit Agreement is hereby amended and restated to read in its entirety as set forth on Schedule I attached
hereto.


 


2.           Conditions to Effectiveness.    This Amendment shall become
effective upon the satisfaction of the following conditions precedent:


 


a)        The
Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed
on behalf of such party, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission
of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.


 


b)        The
Administrative Agent (or its counsel) shall have received from MIHI LLC and the Borrower a fully-executed joinder agreement, in
form and substance satisfactory to the Administrative Agent.


 


c)        The
Administrative Agent shall have received each of the items referred to below:


 


i.           a
copy of the Borrower’s certificate of incorporation, including all amendments thereto, certified as of a recent date by the
Secretary of State of the jurisdiction of its incorporation, and accompanied by a certificate as to the good standing of the Borrower
as of a recent date from such Secretary of State;


 


ii.         a
certificate of the Secretary or Assistant Secretary of the Borrower, dated as of the Third Amendment Closing Date and certifying
(A) the names and signatures of each officer of the Borrower authorized to execute this Amendment and any other document delivered
in connection herewith, (B) the Constituent Documents of the Borrower attached to such certificate are complete and correct copies
of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of the Borrower’s board
of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment
and any other document delivered in connection herewith; and


 


iii.         a
solvency certificate executed by the Chief Financial Officer of the Borrower in substantially the form of the solvency certificate
previously delivered by the Borrower on the Closing Date.


 




    	 



    	 



    

  


d)       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, all fees and all reimbursements of costs or expenses (including reasonable fees, charges and disbursements
of Latham & Watkins LLP), in each case, to the extent (i) an invoice has been received by the Borrower at least one (1) Business
Day prior to the Third Amendment Closing Date and (ii) due and payable under this Amendment on or before Third Amendment Effective
Date.


 


e)       The
representations and warranties specified in Section 3 below shall be true and correct.


 


f)        Borrower
shall have paid to the Administrative Agent, for the ratable benefit of each Revolving Credit Lender increasing its Revolving Credit
Commitment pursuant to this Amendment (based on the amount of such Revolving Credit Lender’s increased Revolving Credit Commitment),
a closing fee in an amount equal to the product of (a) 0.005 multiplied by (b) the amount the aggregate Revolving Credit Commitments
are increased on the Third Amendment Closing Date (the “Closing Fee”), which Closing Fee shall be earned and
due and payable on the Third Amendment Closing Date.


 


3.           Representations
and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party,
jointly and severally, represents and warrants to the Administrative Agent and each Lender that the following are, and after giving
effect to this Amendment will be, true, correct and complete:


 


a)        the
execution, delivery and performance of this Amendment by each Loan Party have been duly authorized by all necessary action, and
do not and will not:


 


i.           contravene
the terms of any of that Person’s Constituent Documents;


 


ii.          conflict
with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing
any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental
Authority to which such Person or its property is subject; or


 


iii.         violate
any material Requirement of Law in any material respect.


 


b)       this
Amendment constitutes the legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Person
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting
the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;


 




    	 



    	 



    

  


c)       upon
the effectiveness of this Amendment, all of the representations and warranties by each Loan Party contained in the Credit Agreement
or in any other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained
therein) on and as of the date of the effectiveness of this Amendment, except to the extent that such representation or warranty
expressly relates to an earlier date (in which event such representations and warranties were true and correct in all material
respects (without duplication of any materiality qualifier contained therein) as of such earlier date); and


 


d)       no
Default or Event of Default has occurred and is continuing or would result after giving effect to this Amendment.


 


4.           Reaffirmation. Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise,
under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security
interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by
such Loan Party pursuant to the Guaranty and Security Agreement) and confirms that such liens and security interests continue
to secure the Obligations under the Loan Documents, including, without limitation, all Obligations resulting from or incurred
pursuant to the increased Revolving Credit Commitments made pursuant to this Amendment, in each case subject to the terms
thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to the
Guaranty and Security Agreement.


 


5.           Effect. Each Loan Party acknowledges and agrees that the amendments set forth herein are effective solely for the purposes set forth herein
and that the execution and delivery by Administrative Agent and Lenders of this Amendment shall not be deemed (i) except as expressly
provided in this Amendment, to be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement
or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate Administrative Agent or Lenders to forbear,
waive, consent or execute similar amendments under the same or similar circumstances in the future, or (iii) to amend, prejudice,
relinquish or impair any right of Administrative Agent or Lenders to receive any indemnity or similar payment from any Person or
entity as a result of any matter arising from or relating to this Amendment. Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein” or
words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. Without limiting the generality
of the foregoing, the Loan Documents (including the Guaranty and Security Agreement) and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, as amended by, and
after giving effect to, this Amendment, in each case subject to the terms thereof.


 


6.           Costs,
Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent
in connection with the


 




    	 



    	 



    

  


preparation,
execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.3
of the Credit Agreement.


 


7.           Execution
in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier (or other electronic transmission
including a signed copy in PDF format) shall be effective as delivery of a manually executed counterpart of this Amendment.


 


8.           Governing
Law. This Amendment and the rights and obligations of the parties hereto (including any claims in contract law or tort law
arising out of the subject matter hereof) shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York (without respect to the principles of conflicts of laws that would result in the application of any law other
than the law of the State of New York).


 


[Remainder of Page Intentionally Left
Blank]


 




    	 



    	 



    

  


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


  


	 	TOWNSQUARE RADIO, LLC
	 	 	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President and
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	TOWNSQUARE RADIO HOLDINGS, LLC
	 	 	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President and
	 	 	 	Chief Financial Officer







 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

 


	 	GUARANTORS:
	 	 
	 	GAP BROADCASTING BURLINGTON LICENSE, LLC
	 	GAP BROADCASTING BURLINGTON, LLC
	 	GAP BROADCASTING MIDLAND-ODESSA LICENSE, LLC
	 	GAP BROADCASTING MIDLAND-ODESSA, LLC
	 	LIVINGSTON COUNTY BROADCASTERS, INC.
	 	MILLENNIUM ATLANTIC CITY II HOLDCO, LLC
	 	REGENT BROADCASTING OF CHICO, INC.
	 	REGENT BROADCASTING OF DULUTH, INC.
	 	REGENT BROADCASTING OF ERIE, INC.
	 	REGENT BROADCASTING OF FLAGSTAFF, INC.
	 	REGENT BROADCASTING OF KINGMAN, INC.
	 	REGENT BROADCASTING OF LAKE TAHOE, INC.
	 	REGENT BROADCASTING OF LANCASTER, INC.
	 	REGENT BROADCASTING OF LEXINGTON, INC.
	 	REGENT BROADCASTING OF PALMDALE, INC.
	 	REGENT BROADCASTING OF REDDING, INC.
	 	REGENT BROADCASTING OF SAN DIEGO, INC.
	 	REGENT BROADCASTING OF SOUTH CAROLINA, INC.
	 	REGENT BROADCASTING OF ST. CLOUD II, INC.
	 	REGENT BROADCASTING OF WATERTOWN, INC.
	 	REGENT LICENSEE OF CHICO, INC.
	 	REGENT LICENSEE OF ERIE, INC.
	 	REGENT LICENSEE OF FLAGSTAFF, INC.
	 	REGENT LICENSEE OF KINGMAN, INC.
	 	REGENT LICENSEE OF LAKE TAHOE, INC.
	 	REGENT LICENSEE OF LEXINGTON, INC.
	 	REGENT LICENSEE OF PALMDALE, INC.
	 	REGENT LICENSEE OF REDDING, INC.
	 	REGENT LICENSEE OF SAN DIEGO, INC.
	 	REGENT LICENSEE OF SOUTH CAROLINA, INC.
	 	REGENT LICENSEE OF WATERTOWN, INC.
	 	SPECIAL EVENTS MANAGEMENT, LLC
	 	TOWNSQUARE LIVE EVENTS, LLC
	 	TOWNSQUARE MEDIA ABILENE LICENSE, LLC
	 	TOWNSQUARE MEDIA ABILENE, LLC
	 	TOWNSQUARE MEDIA ACQUISITION III, LLC
	 	TOWNSQUARE MEDIA ACQUISITION IV, LLC
	 	TOWNSQUARE MEDIA AMARILLO LICENSE, LLC
	 	TOWNSQUARE MEDIA AMARILLO, LLC


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA ATLANTIC CITY II LICENSE, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY II, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY III HOLDCO, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY III LICENSE, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY III, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY LICENSE, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY, LLC
	 	TOWNSQUARE MEDIA BILLINGS LICENSE, LLC
	 	TOWNSQUARE MEDIA BILLINGS, LLC
	 	TOWNSQUARE MEDIA BOZEMAN LICENSE, LLC
	 	TOWNSQUARE MEDIA BOZEMAN, LLC
	 	TOWNSQUARE MEDIA BROADCASTING, LLC
	 	TOWNSQUARE MEDIA CASPER LICENSE, LLC
	 	TOWNSQUARE MEDIA CASPER, LLC
	 	TOWNSQUARE MEDIA CHEYENNE LICENSE, LLC
	 	TOWNSQUARE MEDIA CHEYENNE, LLC
	 	TOWNSQUARE MEDIA DULUTH LICENSE, LLC
	 	TOWNSQUARE MEDIA DULUTH, LLC
	 	TOWNSQUARE MEDIA LAKE CHARLES LICENSE, LLC
	 	TOWNSQUARE MEDIA LAKE CHARLES, LLC
	 	TOWNSQUARE MEDIA LARAMIE LICENSE, LLC
	 	TOWNSQUARE MEDIA LARAMIE, LLC
	 	TOWNSQUARE MEDIA LAWTON LICENSE, LLC
	 	TOWNSQUARE MEDIA LAWTON, LLC
	 	TOWNSQUARE MEDIA LICENSEE OF ALBANY AND LAFAYETTE, INC.
	 	TOWNSQUARE MEDIA LICENSEE OF PEORIA, INC.
	 	TOWNSQUARE MEDIA LICENSEE OF ST. CLOUD, INC.
	 	TOWNSQUARE MEDIA LICENSEE OF UTICA/ROME, INC.
	 	TOWNSQUARE MEDIA LUBBOCK LICENSE, LLC
	 	TOWNSQUARE MEDIA LUBBOCK, LLC
	 	TOWNSQUARE MEDIA LUFKIN LICENSE, LLC
	 	TOWNSQUARE MEDIA LUFKIN, LLC
	 	TOWNSQUARE MEDIA MISSOULA LICENSE, LLC
	 	TOWNSQUARE MEDIA MISSOULA, LLC
	 	TOWNSQUARE MEDIA MONMOUTH-OCEAN LICENSE, LLC


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA MONMOUTH-OCEAN, LLC
	 	TOWNSQUARE MEDIA ODESSA-MIDLAND LICENSE, LLC
	 	TOWNSQUARE MEDIA ODESSA-MIDLAND, LLC
	 	TOWNSQUARE MEDIA OF ALBANY AND LAFAYETTE, INC.
	 	TOWNSQUARE MEDIA OF ALBANY, INC.
	 	TOWNSQUARE MEDIA OF KILLEEN-TEMPLE, INC.
	 	TOWNSQUARE MEDIA OF BUFFALO, INC.
	 	TOWNSQUARE MEDIA OF EL PASO, INC.
	 	TOWNSQUARE MEDIA OF EVANSVILLE /OWENSBORO, INC.
	 	TOWNSQUARE MEDIA OF FLINT, INC.
	 	TOWNSQUARE MEDIA OF FT. COLLINS, INC.
	 	TOWNSQUARE MEDIA OF FT. COLLINS AND GRAND RAPIDS, LLC
	 	TOWNSQUARE MEDIA OF GRAND RAPIDS, INC.
	 	TOWNSQUARE MEDIA OF LAFAYETTE, LLC
	 	TOWNSQUARE MEDIA OF MIDWEST, LLC
	 	TOWNSQUARE MEDIA OF PRESQUE ISLE, INC.
	 	TOWNSQUARE MEDIA OF ST. CLOUD, INC.
	 	TOWNSQUARE MEDIA OF UTICA/ROME, INC.
	 	TOWNSQUARE MEDIA ONEONTA LICENSE, LLC
	 	TOWNSQUARE MEDIA ONEONTA, LLC
	 	TOWNSQUARE MEDIA POCATELLO LICENSE, LLC
	 	TOWNSQUARE MEDIA POCATELLO, LLC
	 	TOWNSQUARE MEDIA QUINCY-HANNIBAL LICENSE, LLC
	 	TOWNSQUARE MEDIA QUINCY-HANNIBAL, LLC
	 	TOWNSQUARE MEDIA SAN ANGELO LICENSE, LLC
	 	TOWNSQUARE MEDIA SAN ANGELO, LLC
	 	TOWNSQUARE MEDIA SEDALIA LICENSE, LLC
	 	TOWNSQUARE MEDIA SEDALIA, LLC
	 	TOWNSQUARE MEDIA SHELBY LICENSE, LLC
	 	TOWNSQUARE MEDIA SHELBY, LLC
	 	TOWNSQUARE MEDIA SHREVEPORT LICENSE, LLC
	 	TOWNSQUARE MEDIA SHREVEPORT, LLC
	 	TOWNSQUARE MEDIA TEXARKANA LICENSE, LLC
	 	TOWNSQUARE MEDIA TEXARKANA, LLC
	 	TOWNSQUARE MEDIA TRENTON LICENSE, LLC


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA TRENTON, LLC
	 	TOWNSQUARE MEDIA TRI-CITIES LICENSE, LLC
	 	TOWNSQUARE MEDIA TRI-CITIES, LLC
	 	TOWNSQUARE MEDIA TWIN FALLS LICENSE, LLC
	 	TOWNSQUARE MEDIA TWIN FALLS, LLC
	 	TOWNSQUARE MEDIA TYLER LICENSE, LLC
	 	TOWNSQUARE MEDIA TYLER, LLC
	 	TOWNSQUARE MEDIA VICTORIA LICENSE, LLC
	 	TOWNSQUARE MEDIA VICTORIA, LLC
	 	TOWNSQUARE MEDIA WEST CENTRAL HOLDINGS, LLC
	 	TOWNSQUARE MEDIA WEST CENTRAL INTERMEDIATE HOLDINGS, LLC
	 	TOWNSQUARE MEDIA WEST CENTRAL RADIO BROADCASTING, LLC
	 	TOWNSQUARE MEDIA WICHITA FALLS LICENSE, LLC
	 	TOWNSQUARE MEDIA WICHITA FALLS, LLC
	 	TOWNSQUARE MEDIA YAKIMA LICENSE, LLC
	 	TOWNSQUARE MEDIA YAKIMA, LLC
	 	TOWNSQUARE MEDIA, INC.
	 	TOWNSQUARE NEW JERSEY HOLDCO, LLC
	 	TOWNSQUARE RADIO, INC.
	 	BRYTON ACQUISITION COMPANY, LLC
	 	TOWNSQUARE MEDIA AUGUSTA WATERVILLE LICENSE, LLC
	 	TOWNSQUARE MEDIA AUGUSTA WATERVILLE, LLC
	 	TOWNSQUARE MEDIA BANGOR LICENSE, LLC
	 	TOWNSQUARE MEDIA BANGOR, LLC
	 	TOWNSQUARE MEDIA BINGHAMTON LICENSE, LLC
	 	TOWNSQUARE MEDIA BINGHAMTON, LLC
	 	TOWNSQUARE MEDIA BISMARCK LICENSE, LLC
	 	TOWNSQUARE MEDIA BISMARCK, LLC
	 	TOWNSQUARE MEDIA KILLEEN-TEMPLE LICENSE, LLC
	 	TOWNSQUARE MEDIA GRAND JUNCTION LICENSE, LLC
	 	TOWNSQUARE MEDIA GRAND JUNCTION, LLC
	 	TOWNSQUARE MEDIA NEW BEDFORD LICENSE, LLC
	 	TOWNSQUARE MEDIA NEW BEDFORD, LLC
	 	TOWNSQUARE MEDIA ODESSA-MIDLAND II LICENSE, LLC


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA ODESSA-MIDLAND II, LLC
	 	TOWNSQUARE MEDIA PRESQUE ISLE LICENSE, LLC
	 	TOWNSQUARE MEDIA SIOUX FALLS LICENSE, LLC
	 	TOWNSQUARE MEDIA SIOUX FALLS, LLC
	 	TOWNSQUARE MEDIA TUSCALOOSA LICENSE, LLC
	 	TOWNSQUARE MEDIA TUSCALOOSA, LLC


 


	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President and
	 	 	 	Chief Financial Officer


 


	 	LYLA ACQUISITION COMPANY, LLC
	 	LYLA INTERMEDIATE HOLDING, LLC
	 	TOWNSQUARE MEDIA BATTLE CREEK, LLC
	 	TOWNSQUARE MEDIA BATTLE CREEK LICENSE, LLC
	 	TOWNSQUARE MEDIA BOISE, LLC
	 	TOWNSQUARE MEDIA BOISE LICENSE, LLC
	 	TOWNSQUARE MEDIA CEDAR RAPIDS LLC
	 	TOWNSQUARE MEDIA CEDAR RAPIDS LICENSE LLC
	 	TOWNSQUARE MEDIA DANBURY LLC
	 	TOWNSQUARE MEDIA DANBURY LICENSE LLC
	 	TOWNSQUARE MEDIA DUBUQUE, LLC
	 	TOWNSQUARE MEDIA DUBUQUE LICENSE, LLC
	 	TOWNSQUARE MEDIA FARIBAULT LLC
	 	TOWNSQUARE MEDIA FARIBAULT LICENSE LLC
	 	TOWNSQUARE MEDIA KALAMAZOO LLC
	 	TOWNSQUARE MEDIA KALAMAZOO LICENSE LLC
	 	TOWNSQUARE MEDIA LANSING LLC
	 	TOWNSQUARE MEDIA LANSING LICENSE LLC
	 	TOWNSQUARE MEDIA PORTLAND LLC
	 	TOWNSQUARE MEDIA PORTLAND LICENSE LLC
	 	TOWNSQUARE MEDIA PORTSMOUTH LLC
	 	TOWNSQUARE MEDIA PORTSMOUTH LICENSE LLC


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA POUGHKEEPSIE, LLC
	 	TOWNSQUARE MEDIA POUGHKEEPSIE LICENSE, LLC
	 	TOWNSQUARE MEDIA QUAD CITIES LLC
	 	TOWNSQUARE MEDIA QUAD CITIES LICENSE LLC
	 	TOWNSQUARE MEDIA ROCHESTER LLC
	 	TOWNSQUARE MEDIA ROCHESTER LICENSE LLC
	 	TOWNSQUARE MEDIA ROCKFORD LLC
	 	TOWNSQUARE MEDIA ROCKFORD LICENSE LLC
	 	TOWNSQUARE MEDIA WATERLOO LLC
	 	TOWNSQUARE MEDIA WATERLOO LICENSE LLC
	 	ZADER ACQUISITION COMPANY LLC


 


	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President, Chief
	 	 	 	Financial Officer and Secretary




 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

  


	 	
        GENERAL ELECTRIC CAPITAL

        CORPORATION,

        as Administrative Agent, L/C Issuer,

        Swingline Lender and a Lender

	 	 	 
	 	 	 
	 	By:	/s/ Steven J. Heise
	 	 	Name: Steven J. Heise
	 	 	Title: Duly Authorized Signatory


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Gregory Roetting
	 	 	Name: Gregory Roetting
	 	 	Title: Vice President


 


Signature
Page to Amendment No. 3 to Credit Agreement


 






    	 



    	 



    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Alfonse Simone
	 	 	Name: Alfonse Simone
	 	 	Title: Authorized Signatory


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

 


	 	MIHI LLC,
	 	as a Lender
	 	 	 
	 	By:	/s/ Ayesha Farooqi
	 	 	Name: Ayesha Farooqi
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ T. Morgan Edwards II
	 	 	Name: T. Morgan Edwards II
	 	 	Title: Authorized Signatory


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

 


	 	SunTrust Bank,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brian Guffin
	 	 	Name: Brian Guffin
	 	 	Title: Director


 


Signature
Page to Amendment No. 3 to Credit Agreement


 




    	 



    	 



    

 


Schedule I


 


Third Amendment Closing Date Revolving
Credit Commitments


 


	Lender	 	Revolving
    Credit Commitment	 
	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION	 	$	500,000	 
	BANK OF AMERICA, N.A.	 	$	9,500,000	 
	ING CAPITAL LLC	 	$	1,000,000	 
	MIHI LLC	 	$	5,000,000	 
	ROYAL BANK OF CANADA	 	$	7,000,000	 
	SUNTRUST BANK	 	$	2,000,000	 
	TOTAL	 	$	25,000,000	 





 






    	 



    	 



    

  


EXECUTION
VERSION


 


JOINDER
AGREEMENT


 


This
JOINDER AGREEMENT dated as of July 11, 2014 (this “Agreement”)
is entered into by MIHI LLC (the “New Lender”), TOWNSQUARE RADIO, LLC, a Delaware limited liability company
(the “Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below).


 


RECITALS:


 


WHEREAS,
the Borrower, the other Loan Parties party thereto, the Administrative Agent, the other agents party thereto, and the Lenders
from time to time party thereto are parties to a Credit Agreement, dated as of April 4, 2012 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms
not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement;


 


WHEREAS,
the Borrower, the other Loan Parties party thereto, the Administrative Agent and the Lenders signatory thereto have agreed to
amend certain provisions of the Credit Agreement, in a manner, and on the terms and conditions, provided for in that certain Amendment
No. 3 to the Credit Agreement, dated as of the date hereof (the “Amendment”);


 


WHEREAS,
pursuant to the Amendment and subject to the terms and conditions of the Credit Agreement and the other Loan Documents, the Borrower
desires that New Lender provide additional Revolving Credit Commitments and New Lender desires to provide new Revolving Credit
Commitments to the Borrower and to become a Lender under, and subject to the terms and conditions of, the Credit Agreement and
the other Loan Documents.


 


NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


 


1.   Revolving
Credit Commitment.   The New Lender hereby agrees to commit to provide its Revolving Credit Commitment as set
forth on Schedule I hereto, on the terms and subject to the conditions set forth in the Credit Agreement and the other Loan Documents.


 


2.   Representations,
Warranties and Covenants of New Lender.   The New Lender (a) represents and warrants to the Borrower and the
Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for the New Lender, to execute
and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it is sophisticated with respect to the
decisions to provide the Revolving Credit Commitments pursuant to the Credit Agreement and the other Loan Documents and either
the New Lender or the Person exercising discretion in making such decisions is experienced in making such decisions, and (iii)
by executing,


 




    	1



    	 



    

 


signing
and delivering this Agreement via ClearPar®, SyndTrak® or any other electronic settlement system designated by the Administrative
Agent, the Person executing, signing and delivering this Agreement on behalf of the New Lender is an authorized signer for the
New Lender and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent
to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents
as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
(c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to
be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement 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 and
(g) 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.


 


3.   Determination
of Effective Date; Register.   Following the due execution and delivery of this Agreement by the Administrative
Agent, the Borrower and the New Lender, this Agreement (including its attachments) will be delivered to the Administrative Agent
for its acceptance and recording in the Register. The effective date of this Agreement (the “Effective Date”)
shall be the Third Amendment Closing Date.


 


4.   Effect.   As
of the Effective Date, the New Lender shall be a party to the Credit Agreement as a Lender and as a Revolving Credit Lender and
shall have the rights and obligations of a Lender and a Revolving Credit Lender under the Credit Agreement.


 


5.   Miscellaneous.
Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of
Jury Trial) of the Credit Agreement are hereby incorporated by reference. On and after the Effective Date, this Agreement
shall be binding upon, and inure to the benefit of, the Borrower, the New Lender, the Administrative Agent and their Related Persons
and their successors and assigns. This Agreement shall be governed by, and be construed and interpreted in accordance with, the
law of the State of New York (without respect to the principles of conflicts of laws that would result in the application of any
law other than the law of the State of New York). 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 of this Agreement.


 


[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.


 


	 	MIHI LLC,
	 	as the New Lender
	 	 	 
	 	By:	/s/ Ayesha Farooqi
	 	 	Name:	Ayesha Farooqi
	 	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ T. Morgan Edwards II
	 	 	Name:	T. Morgan Edwards II
	 	 	Title:	Authorized Signatory


 


	 	Lending Office for
        Eurodollar Rate Loans:

         

        MIHI LLC

        125 West 55th Street

        New York, NY 10019

        Contacts: Arvind Admal – Tel. No. 212-231-2099 

or David Anekstein – Tel. No.
        212-231-6187

        Email: loan.private@macquarie.com

        Fax No.: 212-231-0629

        With a copy to: macquariedcmjv@copalpartners.com

         

        Lending Office (and
        address for notices)

        for any other purpose:

         

        MIHI LLC

        125 West 55th Street

        New York, NY 10019

        Primary Contacts: Arvind Admal – Tel. No. 212-231-2099 

or David Anekstein –
        Tel. No. 212-231-6187

        Email: loan.admin@macquarie.com

        Fax No.: 212-231-0629



 


[Signature
Page to Joinder Agreement]


 




    	 



    	 



    

  


	Accepted and
    Agreed	 
	this 11th day of  July  2014:	 
	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as Administrative Agent	 
	 	 	 	 
	By:	/s/ Steven J. Heise   	 
	 	Name:	Steven J. Heise	 
	 	Title:	Duly Authorized Signatory	 
	 	 
	TOWNSQUARE RADIO, LLC	 
	 	 	 	 
	By:	/s/ Stuart Rosenstein	 
	 	Name:	Stuart Rosenstein	 
	 	Title:	Executive Vice President and	 
	 	 	Chief Financial Officer	 


 


[Signature
Page to Joinder Agreement]


 




    	 



    	 



    

  


Schedule
I


 


Third
Amendment Closing Date Revolving Credit Commitments


 


	Lender	 	Revolving
    Credit Commitment	 
	MIHI LLC	 	$	5,000,000