EXHIBIT C

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EXECUTION VERSION 

CREDIT AGREEMENT 

dated as of January 17, 2013 

between 

VOICE MEDIA GROUP, INC. 

as the Borrower 

and 

BROADWAY CAPITAL CORP., LLC 

as the Lender 

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TABLE OF CONTENTS 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ..................................................1 

SECTION 1.1 Defined Terms .........................................................................................1 

SECTION 1.2 Use of Defined Terms ...........................................................................16 

SECTION 1.3 Cross-References ...................................................................................16 

SECTION 1.4 Accounting and Financial Determinations ............................................16 

ARTICLE II COMMITMENTS, BORROWING PROCEDURES, NOTES .......................... 17 

SECTION 2.1 Commitments ........................................................................................17 

SECTION 2.1.1 Revolving Loan Commitment ..................................................17 

SECTION 2.1.2 Term Loan A Commitment ......................................................17 

SECTION 2.1.3 Term Loan B Commitment ......................................................17 

SECTION 2.1.4 Term Loan C Commitment ......................................................17 

SECTION 2.2 Reduction of the Revolving Loan Commitment Amount .....................18 

SECTION 2.3 Borrowing Procedure ............................................................................18 

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES ..........................18 

SECTION 3.1 Repayments and Prepayments; Application ..........................................18 

SECTION 3.1.1 Repayments and Prepayments .................................................18 

SECTION 3.1.2 Application ...............................................................................19 

SECTION 3.2 Interest Provisions .................................................................................19 

SECTION 3.2.1 Rates .........................................................................................19 

SECTION 3.2.2 Default Rates ............................................................................20 

SECTION 3.2.3 Payment Dates .........................................................................20 

ARTICLE IV TAXES AND MISCELLANEOUS ....................................................................20 

SECTION4.1 Taxes .....................................................................................................20 

SECTION 4.2 Payments, Computations, etc ................................................................21 

SECTION 4.3 Setoff .....................................................................................................22 

ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS .............................22 

SECTION 5.1 Initial Credit Extension .........................................................................22 

SECTION 5.1.1 Resolutions, etc ........................................................................22 

SECTION 5.1.2 Effective Date Certificate ........................................................23 

SECTION 5.1.3 Delivery of Notes .....................................................................23 

SECTION 5.1.4 Financial Information ...............................................................23 

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SECTION 5.1.5 Solvency, etc ............................................................................23 

SECTION 5.1.6 Guaranties ................................................................................23 

SECTION 5.1.7 Pledge and Security Agreements .............................................23 

SECTION 5.1.8 Intellectual Property Security Agreements and Related 

Documentation .........................................................................24 

SECTION 5.1.9 Filing Agent, etc .......................................................................24 

SECTION 5.1.10 Insurance ..................................................................................24 

SECTION 5.1.11 Purchase Agreement ................................................................24 

SECTION 5.1.12 All Credit Extensions ...............................................................24 

SECTION 5.1.13 Compliance with Warranties, No Default, etc .........................25 

SECTION 5.1.14 Satisfactory Legal Form ...........................................................25 

ARTICLE VI REPRESENTATIONS AND WARRANTIES ...................................................25 

SECTION 6.1 Organization, etc ...................................................................................25 

SECTION 6.2 Due Authorization, Non-Contravention, etc .........................................25 

SECTION 6.3 Government Approval, Regulation, etc .................................................26 

SECTION6.4 Validity, etc ...........................................................................................26 

SECTION 6.5 Financial Information ............................................................................26 

SECTION 6.6 Litigation, Labor Controversies, etc ......................................................26 

SECTION 6.7 No Material Adverse Change ................................................................27 

SECTION 6.8 Subsidiaries ...........................................................................................27 

SECTION 6.9 Ownership of Properties ........................................................................27 

SECTION6.10 Taxes .....................................................................................................27 

SECTION 6.11 Pension and Welfare Plans ....................................................................27 

SECTION 6.12 Accuracy of Information .......................................................................28 

ARTICLE VII COVENANTS ....................................................................................................28 

SECTION 7.1 Affirmative Covenants ..........................................................................28 

SECTION 7.1.1 Financial Information, Reports, Notices, etc ...........................28 

SECTION 7.1.2 Maintenance of Existence; Compliance with Laws .................30 

SECTION 7.1.3 Maintenance of Properties .......................................................30 

SECTION 7.1.4 Insurance ..................................................................................30 

SECTION 7.1.5 Books and Records ..................................................................31 

SECTION 7.1.6 Environmental Law Covenant .................................................31 

SECTION 7.1.7 Use of Proceeds ........................................................................31 

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SECTION 7.1.8 Future Guarantors, Security, etc ..............................................31 

SECTION 7.1.9 Assignment of Promissory Notes .............................................32 

SECTION 7.2 Negative Covenants ...............................................................................32 

SECTION 7.2.1 Business Activities ...................................................................32 

SECTION 7.2.2 Indebtedness .............................................................................32 

SECTION7.2.3 Liens .........................................................................................33 

SECTION 7.2.4 Financial Convents ...................................................................34 

SECTION 7.2.5 Investments ..............................................................................37 

SECTION 7.2.6 Restricted Payments, etc ..........................................................38 

SECTION 7.2.7 Compensation Restrictions ......................................................39 

SECTION 7.2.8 Issuance of Capital Securities ..................................................39 

SECTION 7.2.9 Consolidation, Merger, etc .......................................................39 

SECTION 7.2.10 Permitted Dispositions .............................................................39 

SECTION 7.2.11 Transactions with Affiliates .....................................................40 

SECTION 7.2.12 Restrictive Agreements, etc .....................................................40 

SECTION 7.2.13 Sale and Leaseback ..................................................................40 

SECTION 7.2.14 Modification of Certain Agreements .......................................40 

SECTION 7.2.15 No Material Adverse Change ...................................................40 

ARTICLE VIII EVENTS OF DEFAULT ....................................................................................41 

SECTION 8.1 Listing of Events of Default ..................................................................41 

SECTION 8.1.1 Non-Payment of Obligations ...................................................41 

SECTION 8.1.2 Breach of Warranty ..................................................................41 

SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations .......41 

SECTION 8.1.4 Non-Performance of Other Covenants and Obligations ..........41 

SECTION 8.1.5 Default on Other Indebtedness .................................................41 

SECTION 8.1.6 Default under the Purchase Agreement ...................................41 

SECTION 8.1.7 Judgments ................................................................................41 

SECTION 8.1.8 Pension Plans ...........................................................................42 

SECTION 8.1.9 Change in Control ....................................................................42 

SECTION 8.1 .10 Bankruptcy, Insolvency, etc .....................................................42 

SECTION 8.1 .11 Impairment of Security, etc ......................................................43 

SECTION 8.1.12 Change in Management ...........................................................43 

SECTION 8.2 Action if Bankruptcy .............................................................................43 

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SECTION 8.3 Action if Other Event of Default ...........................................................43 

ARTICLE IX MISCELLANEOUS PROVISIONS ...................................................................43 

SECTION 9.1 Waivers, Amendments, etc ....................................................................43 

SECTION 9.2 Notices, Time ........................................................................................44 

SECTION 9.3 Indemnification .....................................................................................44 

SECTION9.4 Survival .................................................................................................46 

SECTION 9.5 Severability ............................................................................................46 

SECTION9.6 Headings ................................................................................................46 

SECTION 9.7 Execution in Counterparts, Effectiveness, etc .......................................46 

SECTION 9.8 Governing Law; Entire Agreement .......................................................46 

SECTION 9.9 Successors and Assigns .........................................................................47 

SECTION 9.10 Other Transactions ................................................................................47 

SECTION 9.11 Forum Selection and Consent to Jurisdiction ........................................47 

SECTION 9.12 Waiver of Jury Trial ..............................................................................47 

SECTION 9.13 Confidentiality .......................................................................................48 

SCHEDULE A - Disclosure Schedule 

SCHEDULE B - Term Loan A Amortization Schedule 

EXHIBIT A-1 - Form of Revolving Note 

EXHIBIT A-2 - Form of Term Note 

EXHIBIT B - Form of Borrowing Request 

EXHIBIT C - Form of Effective Date Certificate 

EXHIBIT D - Form of Compliance Certificate 

EXHIBIT E - Form of Subsidiary Guaranty 

EXHIBIT F-1 - Form of Borrower Pledge and Security Agreement 

EXHIBIT F-2 - Form of Subsidiary Pledge and Security Agreement 

EXHIBIT F-3 - Form of Shareholders' Pledge and Security Agreement 

EXHIBIT G - Form of Solvency Certificate 

EXHIBIT H - Organizational Chart 

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CREDIT AGREEMENT 

THIS CREDIT AGREEMENT, (the "Credit Agreement"), dated as of January 17, 2013 

(the "Effective Date"), is between VOICE MEDIA GROUP, INC., a Colorado corporation (the 

"Borrower") and BROADWAY CAPITAL CORP., LLC, a Delaware limited liability company 

(the "Lender"). 

WITNESSETH: 

WHEREAS, the Borrower and Village Voice Media Holdings, LLC ("VVMH") have 

entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), dated as of 

November 8, 2012, pursuant to which Borrower has purchased all of the membership interests of 

NT Media (the "Transaction"); 

WHEREAS, pursuant to that certain Assignment and Assumption Agreement dated as of 

January 10, 2013, VVMH has transferred and assigned to the Lender all of its right, title and 

interest in, to and under the Purchase Agreement and to all proceeds of the Transaction; 

WHEREAS, the Lender has accepted the transfer and assignment of the Purchase 

Agreement and assumes and agrees to keep, perform and fulfill all of the terms, covenants, 

conditions and obligations of VVMH under the Purchase Agreement, including but not limited to 

entering into this Credit Agreement and all related documents; 

WHEREAS, the Borrower has requested that the Lender make available for the purposes 

specified in this Credit Agreement a term loan facility to finance the purchase price of the 

Transaction and a revolving credit facility for working capital purposes; 

WHEREAS, the Lender is willing to make available to the Borrower such credit facilities 

upon the terms and subject to the conditions set forth herein; 

WHEREAS, all Obligations (as hereinafter defined) hereunder shall be secured by all 

assets of the Borrower and all assets of and equity interests in the Borrower's Subsidiaries (as 

hereinafter defined); 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements 

contained herein, the parties hereto hereby agree as follows: 

ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

SECTION 1.1 Defined Terms. The following terms (whether or not underscored) 

when used in this Credit Agreement, including its preamble and recitals, shall, except where the 

context otherwise requires, have the following meanings (such meanings to be equally applicable 

to the singular and plural forms thereof): 

"Acquisition" means, any transaction or series of transactions for the purpose of or 

resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a 

Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the 

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Capital Securities of any Person (other than a Person that is a Subsidiary), or otherwise causing 

any Person to become a Subsidiary or (c) a merger or consolidation or any other combination 

with another Person (other than a Person that is a Subsidiary); provided that the Borrower or one 

of its Subsidiaries is the surviving Person; provided further that the term "Acquisition" shall not 

include the formation by the Borrower or any of its Subsidiaries of a wholly owned Subsidiary. 

"Affiliate" of any Person means any other Person which, directly or indirectly, controls, 

is controlled by or is under common control with such Person. "Control" of a Person means the 

power, directly or indirectly, 

(a) to vote 10% or more of the Capital Securities (on a fully diluted basis) of 

such Person having ordinary voting power for the election of managers, directors, 

managing members or general partners (as applicable); or 

(b) to direct or cause the direction of the management and policies of such 

Person (whether by contract or otherwise). 

"Authorized Officer" means, relative to any Obligor, those of its officers, general 

partners, managers, or managing members (as applicable) whose signatures and incumbency 

shall have been certified to the Lender pursuant to Section 5.1.1. 

"Borrower" is defined in the preamble. 

"Borrower Pledge and Security Agreement" means, collectively, (a) that certain 

Borrower Pledge and Security Agreement, dated as of the date hereof, between the Borrower and 

the Lender, and (b) any supplemental Foreign Pledge Agreements delivered pursuant to the terms 

of this Credit Agreement, in each case as amended, supplemented, amended and restated or 

otherwise modified from time to time. 

"Borrowing" means the Loans made by Lender on the same Business Day and pursuant 

to the same Borrowing Request in accordance with Section 2.3. 

"Borrowing Request" means a Loan request and certificate duly executed by an 

Authorized Officer of the Borrower substantially in the form of Exhibit B hereto. 

"Business Day" means any day which is neither a Saturday or Sunday nor a legal holiday 

on which banks are authorized or required to be closed in Phoenix, Arizona. 

"Capital Expenditures" means, for any period, the aggregate amount of (a) all 

expenditures of the Borrower and its Subsidiaries for fixed or capital assets made during such 

period which, in accordance with GAAP, would be classified as capital expenditures and (b) 

Capitalized Lease Liabilities incurred by the Borrower and its Subsidiaries during such period. 

"Capital Securities" means, with respect to any Person, all shares, membership interests, 

participations or other equivalents (however designated, whether voting or non-voting) of such 

Person's capital, including any certificated interest in any beneficial ownership of such Person, 

whether now outstanding or issued after the Effective Date. 

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"Capitalized Lease Liabilities" means, with respect to any Person, all monetary 

obligations of such Person and its Subsidiaries under any leasing or similar arrangement which 

have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for 

purposes of each Loan Document the amount of such obligations shall be the capitalized amount 

thereof, determined in accordance with GAAP. 

"Cash" means cash on hand held in U.S. dollars. 

"Cash Equivalent Investment" means, at any time: 

(a) any direct obligation of (or unconditionally guaranteed by) the United 

States or a State thereof (or any agency or political subdivision thereof, to the 

extent such obligations are supported by the full faith and credit of the United 

States or a State thereof) maturing not more than one year after such time; 

(b) commercial paper maturing not more than 270 days from the date of issue, 

which is issued by a corporation (other than an Affiliate of any Obligor) 

organized under the laws of any State of the United States or of the District of 

Columbia and rated A 1 or higher by S&P or P 1 or higher by Moody's; 

(c) any certificate of deposit, time deposit or bankers acceptance, maturing 

not more than one year after its date of issuance, which is issued by any bank 

organized under the laws of the United States (or any State thereof) and which has 

(x) a credit rating of A2 or higher from Moody's or A or higher from S&P and (y) 

a combined capital and surplus greater than $500,000,000; or 

(d) any repurchase agreement having a term of 30 days or less entered into 

with Lender or any commercial banking institution satisfying the criteria set forth 

in clause (c) which 

(i) is secured by a fully perfected security interest in any obligation of 

the type described in clause (a), and 

(ii) has a market value at the time such repurchase agreement is 

entered into of not less than 100% of the repurchase obligation of such 

commercial banking institution thereunder. 

"Casualty Event" means the damage, destruction or condemnation, as the case may be, of 

property of any Person or any of its Subsidiaries. 

"CEO" means the Chairman and Chief Executive Officer of and for the Borrower with 

respect to its and its Subsidiaries' operations. The current CEO is Scott Tobias. 

"CERCLA" means the Comprehensive Environmental Response, Compensation and 

Recovery Act of 1980, as amended. 

"Chance in Control" means 

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(a) the failure of the Principal Shareholder (or trusts created and controlled by 

the Principal Shareholder) as of the date of this Agreement, to directly or 

indirectly collectively own beneficially and of record on a fully diluted basis at 

least 40% of the issued and outstanding Capital Securities of Borrower, such 

Capital Securities to be held free and clear of all Liens (other than Liens granted 

under a Loan Document); 

(b) the failure of the Shareholders as of the date of this Agreement, to directly 

or indirectly collectively own beneficially and of record on a fully diluted basis at 

least 60% of the issued and outstanding Capital Securities of Borrower, such 

Capital Securities to be held free and clear of all Liens (other than Liens granted 

under a Loan Document); 

(c) any person or group (within the meaning of Sections 13(d) and 14(d) 

under the Exchange Act), other than the Permitted Holders, shall become the 

ultimate "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the 

Exchange Act), directly or indirectly, of more than 50% of the outstanding Capital 

Securities of the Borrower, collectively, beneficially and of record on a fully 

diluted basis; 

(d) less than a majority of the members of the Board of Directors of the 

Borrower shall be persons who were nominated and approved by the Board of 

Directors of the Borrower as of the Effective Date; 

(e) Scott Tobias no longer serves as a member of the Borrower's Board of 

Directors; provided that in event that Scott Tobias (i) dies, (ii) is disabled to the 

extent that he cannot reasonably continue his duties or (iii) is terminated for 

"cause", the Board of Directors of the Borrower shall have not more than 90 days 

after such event to propose a successor acceptable to Lender in its sole discretion. 

"Code" means the Internal Revenue Code of 1986, and the regulations thereunder, in 

each case as amended, reformed or otherwise modified from time to time. 

"Commitment" means, as the context may require, the Term Loan A Commitment, Term 

Loan B Commitment, the Term Loan C Commitment or the Revolving Loan Commitment. 

"Commitment Termination Date" means, as the context may require, the Term Loan A 

Commitment Termination Date, the Term Loan B Commitment Termination Date or the 

Revolving Loan Commitment Termination Date. 

"Commitment Termination Event" means 

(a) the occurrence of any Event of Default with respect to the Borrower 

described in clauses (a) through of Section 8.1.10; or 

(b) the occurrence and continuance of any other Event of Default and the 

declaration of all or any portion of the Loans to be due and payable pursuant to 

Section 8.2. 

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"Compliance Certificate" means a certificate duly completed and executed by an 

Authorized Officer of the Borrower, substantially in the form of Exhibit D hereto, together with 

such changes thereto as the Lender may from time to time reasonably request for the purpose of 

monitoring the Borrower's compliance with the financial covenants contained herein. 

"Contingent Liability" means any agreement, undertaking or arrangement by which any 

Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or 

indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or 

otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of 

any other Person (other than by endorsements of instruments in the course of collection), or 

guarantees the payment of dividends or other distributions upon the Capital Securities of any 

other Person. The amount of any Person's obligation under any Contingent Liability shall 

(subject to any limitation set forth therein) be deemed to be the outstanding principal amount of 

the debt, obligation or other liability guaranteed thereby. 

"Controlled Group" means all members of a controlled group of corporations and all 

members of a controlled group of trades or businesses (whether or not incorporated) under 

common control which, together with the Borrower, are treated as a single employer under 

Section 414(b) or 414(c) of the Code or Section 4001 of ERISA. 

"Copyright Security Agreement" means any Copyright Security Agreement executed and 

delivered by any Obligor in substantially the form of Exhibit C to any Pledge and Security 

Agreement, as amended, supplemented, amended and restated or otherwise modified from time 

to time. 

"Credit Agreement" has the meaning provided in the preamble. 

"Credit Extension" means the making of a Loan by Lender. 

"Default" means any Event of Default or any condition, occurrence or event which, after 

notice or lapse of time or both, would (if not cured or otherwise remedied during such time) 

constitute an Event of Default. 

"Default Rate" is defined in Section 3.2.2. 

"Disclosure Schedule" means the Disclosure Schedule attached hereto as Schedule A, as 

it may be amended, supplemented, amended and restated or otherwise modified from time to 

time by the Borrower with the written consent of the Lender. 

"Disposition" (or similar words such as "Dispose") means any sale, transfer, lease, 

contribution or other conveyance (including by way of merger) of, or the granting of options, 

warrants or other rights to, any of the Borrower's or its Subsidiaries' assets (including accounts 

receivable and Capital Securities of Subsidiaries) to any other Person (other than to another 

Obligor) in a single transaction or series of transactions. 

"Dollar" and the sign "$" mean lawful money of the United States. 

"EBITDA" means, for any applicable period, the sum of 

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(a) the aggregate of all amounts which would be included as net income on 

the consolidated financial statements of the Borrower and its Subsidiaries for such 

period exclusive of all amounts in respect of any extraordinary gains and 

extraordinary losses, all non-cash income, plus 

(b) all fees, costs and expenses payable by the Borrower or any of its 

Subsidiaries incurred prior to the Effective Date in connection with the 

transactions contemplated herein and in the Purchase Agreement, plus 

(c) all severance payments paid to terminated employees of the Borrower or 

any of its Subsidiaries prior to the first anniversary of the Effective Date, 

(d) with the consent of the Lender in its sole discretion, other one-time, nonrecurring non-operating gains and losses; plus 

(e) to the extent deducted in determining the amount in clause (a) through (f) 

above, the sum of (i) amounts attributable to amortization, (ii) income tax 

expense, (iii) Interest Expense, (iv) depreciation of assets, and (v) other non-cash 

expenses (including goodwill amortization included under Federal Accounting 

Standard Board (FASB) rules 141 and 142). 

"Effective Date" is defined in the preamble. 

"Effective Date Certificate" means the certificate executed and delivered by an 

Authorized Officer of the Borrower pursuant to the terms of this Credit Agreement, substantially 

in the form of Exhibit C hereto. 

"Environmental Laws" means all applicable federal, state or local statutes, laws, 

ordinances, codes, rules, regulations and guidelines (including consent decrees and 

administrative orders) relating to public health and safety and protection of the environment. 

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, 

and any successor statute thereto of similar import, together with the regulations thereunder, in 

each case as in effect from time to time. References to sections of ERISA also refer to any 

successor sections thereto. 

"Event of Default" is defined in Section 8.1. 

"Exchange Act" means the Securities Exchange Act of 1934, as amended. 

"Filing_ Agent" is defined in Section 5.1.9. 

"Filing Statements" is defined in Section 5.1.9. 

"Fiscal Quarter" means the period of three consecutive months ending on the last day of 

each March, June, September or December. 

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"Fiscal Year" means any period of twelve consecutive calendar months ending on 

December 31; references to a Fiscal Year with a number corresponding to any calendar year 

the "2013 Fiscal Year") refer to the Fiscal Year ending on December 31 of such calendar 

year. 

"Foreign Pledge Agreement" means any supplemental pledge agreement governed by the 

laws of a jurisdiction other than the United States or a State thereof executed and delivered by 

the Borrower or any of its Subsidiaries pursuant to the terms of this Credit Agreement, in form 

and substance satisfactory to the Lender, as may be necessary or desirable under the laws of 

organization or incorporation of a Subsidiary to further protect or perfect the Lien on and 

security interest in any Collateral (as defined in a Pledge and Security Agreement). 

"Foreign Subsidiary" means any Subsidiary that is not a U.S. Subsidiary. 

"Free Cash Flow" means, the result, if positive number, of the following: Borrower's 

EBITDA for the previous four Fiscal Quarters minus (i) interest paid in cash during such period; 

minus (ii) any amounts paid for Capital Expenditures during such period; minus (iii) income 

taxes paid; minus (iv) amounts repaid on the Revolving Line of Credit during such period; minus 

(v) principal payments made with respect to Term Loan A and Term Loan B during such period. 

"GAAP" is defined in Section 1.4. 

"Governmental Authority" means the government of the United States, any other nation 

or any political subdivision thereof, whether state or local, and any agency, authority, 

instrumentality, regulatory body, court, central bank or other Person exercising executive, 

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to 

government. 

"Guaranty" means, as the context may require, the Subsidiary Guaranty, and any other 

guaranty agreement, in each case as amended, supplemented, amended and restated or otherwise 

modified from time to time. 

"Guarantor" means each Subsidiary Guarantor and any other Person executing a guaranty 

of any Obligation owed hereunder to the Lender. 

"Hazardous Material" means 

(a) any "hazardous substance", as defined by CERCLA; 

(b) any "hazardous waste", as defined by the Resource Conversation 

Recovery Act, as amended; or 

(c) any pollutant or contaminant or hazardous, dangerous or toxic chemical, 

material or substance (including any petroleum product) regulated by 

Environmental Laws. 

"Hedging Obligations" means, with respect to any Person, all liabilities of such Person 

under currency exchange agreements, interest rate swap agreements. interest rate cap agreements 

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and interest rate collar agreements, and all other agreements or arrangements designed to protect 

such Person against fluctuations in interest rates or currency exchange rates. 

"Herein", "hereof', "hereto", "hereunder" and similar terms contained in any Loan 

Document refer to such Loan Document as a whole and not to any particular Section, paragraph 

or provision of such Loan Document. 

"Impermissible Qualification" means any qualification or exception to the opinion or 

certification of any independent public accountant as to any financial statement of the Borrower 

(a) which is of a "going concern" or similar nature; 

(b) which relates to the limited scope of examination of matters relevant to 

such financial statement; or 

(c) which relates to the treatment or classification of any item in such 

financial statement and which, as a condition to its removal, would require an 

adjustment to such item the effect of which would be to cause the Borrower to be 

in Default. 

"Indebtedness" of any Person means: 

(a) all obligations of such Person for borrowed money or advances, including 

wire transfers and automatic clearing house (ACH) advances, and all obligations 

of such Person evidenced by bonds, debentures, notes or similar instruments; 

(b) all Capitalized Lease Liabilities of such Person; 

(c) for purposes of Section 8.1.5 only, all other items which, in accordance 

with GAAP, would be included as liabilities on the balance sheet of such Person 

as of the date at which Indebtedness is to be determined; 

(d) net Hedging Obligations of such Person; 

(e) whether or not so included as liabilities in accordance with GAAP, all 

obligations of such Person to pay the deferred purchase price of property or 

services (excluding trade accounts payable in the ordinary course of business 

which are not overdue for a period of more than 90 days or, if overdue for more 

than 90 days, as to which a dispute exists and adequate reserves in conformity 

with GAAP have been established on the books of such Person), and indebtedness 

secured by (or for which the holder of such indebtedness has an existing right. 

contingent or otherwise, to be secured by) a Lien on property owned or being 

acquired by such Person (including indebtedness arising under conditional sales 

or other title retention agreements), whether or not such indebtedness shall have 

been assumed by such Person or is limited in recourse; 

(f) obligations arising under Synthetic Leases; and 

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(g) all Contingent Liabilities of such Person in respect of any of the foregoing. 

The Indebtedness of any Person shall include the Indebtedness of any other 

Person (including any partnership in which such Person is a general partner) to 

the extent such Person is liable therefor as a result of such Person's ownership 

interest in or other relationship with such Person, except to the extent the terms of 

such Indebtedness provide that such Person is not liable therefor. 

"Indemnified Liabilities" is defined in Section 9.3. 

"Indemnified Parties" is defined in Section 9.3. 

"Interest Coverage Ratio" means, for any period the ratio of: 

(a) EBITDA for such period; to 

(b) Interest Expense for such period. 

"Interest Expense" means, for any applicable period, the aggregate interest expense (both 

accrued and paid and net of interest income paid during such period to the Borrower and its 

Subsidiaries) of the Borrower and its Subsidiaries during such applicable period, including the 

portion of any payments made in respect of Capitalized Lease Liabilities allocable to interest 

expense. 

"Investment" means, relative to any Person, 

(a) any loan, advance or extension of credit made by such Person to any other 

Person, including the purchase by such Person of any bonds, notes, debentures or 

other debt securities of any other Person; 

(b) Contingent Liabilities in favor of any other Person; and 

(c) any Capital Securities held by such Person in any other Person. 

The amount of any Investment shall be the original principal or capital amount thereof less all 

returns of principal or equity thereon and shall, if made by the transfer or exchange of property 

other than cash, be deemed to have been made in an original principal or capital amount equal to 

the fair market value of such property at the time of such Investment. 

"Knowledge" means the actual knowledge of any natural person. 

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, deposit 

arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or 

other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of 

a debt or performance of an obligation. 

"Loan Documents" means, collectively, this Credit Agreement, the Notes, the Subsidiary 

Guaranty, any Pledge and Security Agreement, any additional guarantee or security agreement 

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subsequently executed, each agreement pursuant to which the Lender is granted a Lien to secure 

the Obligations and each other agreement, certificate, document or instrument delivered in 

connection with any of the aforementioned documents, whether or not specifically mentioned 

herein or therein. 

"Loans" means, as the context may require, the Revolving Loan or the Term Loans. 

"Mandatory Prepayment" means each payment required by clauses (e) and fl of Section 

3.1.1. 

"Material Adverse Effect" means a material adverse effect on (a) the business, condition 

(financial or otherwise), operations, performance, or properties of the Borrower and its 

Subsidiaries taken as a whole, (b) the rights and remedies of Lender under any Loan Document 

or (c) the ability of any Obligor to perform its Obligations under any Loan Document. 

"Net Casualty Proceeds" means, with respect to any Casualty Event, the amount of any 

insurance proceeds or condemnation awards received by the Borrower, or any of its Subsidiaries 

in connection with such Casualty Event (net of all reasonable and customary collection expenses 

thereof), but excluding any proceeds or awards required to be paid to a creditor (other than the 

Lenders) which holds a first priority Lien permitted by clause c of Section 7.2.3 on the property 

which is the subject of such Casualty Event. In the event the Casualty Event includes loss of 

tangible assets that are necessary for and are being replaced for the continued operation of 

existing business, the amount required to repair or replace the damaged, destroyed or condemned 

property shall be deducted from Net Casualty Proceeds. 

"Net Debt Proceeds" means, with respect to the sale or issuance by the Borrower or any 

of its Subsidiaries of any Indebtedness to any other Person after the Effective Date which is not 

expressly permitted by Section 7.2.2, the excess of (i) the gross cash proceeds actually received 

by such Person from such sale or issuance, over (ii) all reasonable and customary arranging or 

underwriting fees and commissions, and all legal, investment banking, brokerage, accounting 

and other professional fees, sales commissions and disbursements and other reasonable and 

customary closing costs and expenses actually incurred in connection with such sale or issuance 

other than any such fees, commissions or disbursements paid to Affiliates of such Person in 

connection therewith. 

"Net Disposition Proceeds" means the gross cash proceeds (including, without limitation, 

any earn-out payments) received by the Borrower or its U.S. Subsidiaries from any Disposition 

and any cash payment received in respect of promissory notes or other non-cash consideration 

delivered to the Borrower or its U.S. Subsidiaries in respect thereof, minus the sum of (i) all 

reasonable and customary legal, investment banking, brokerage, accounting and other fees and 

expenses incurred in connection with such Disposition, (ii) all Taxes actually payable or 

estimated by the Borrower to be payable with respect to the period ending 12 months after such 

Disposition, and (iii) payments made by the Borrower or its U.S. Subsidiaries to retire 

Indebtedness (other than the Credit Extensions) where payment of such Indebtedness is required 

in connection with such Disposition and any severance payment made in connection with such 

Disposition; provided, however, that if the amount of any estimated Taxes pursuant to clause (ii) 

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exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, 

the aggregate amount of such excess shall constitute Net Disposition Proceeds. 

"Net Equity Proceeds" means with respect to the sale or issuance after the Effective Date 

by the Borrower to any Person of its Capital Securities, warrants or options or the exercise of any 

such warrants or options, the excess of: 

(a) the gross cash proceeds received by the Borrower from such sale, exercise 

or issuance, over 

(b) all reasonable and customary underwriting commissions and legal, 

investment banking, brokerage and accounting and other professional fees, sales 

commissions and disbursements actually incurred in connection with such sale or 

issuance which have not been paid to Affiliates of the Borrower in connection 

therewith. 

"Non-Excluded Taxes" means any Taxes other than net income and franchise Taxes 

imposed with respect to Lender by any Governmental Authority under the laws of which Lender 

is organized or in which it maintains its principal place of business. 

"Note" means, as the context may require, the Revolving Note or a Term Note. 

"NT Media" means New Times Media, LLC, a Delaware limited liability company. 

"Obligations" means all obligations (monetary or otherwise, whether absolute or 

contingent, matured or unmatured) of the Borrower and each other Obligor arising under or in 

connection with a Loan Document or the Purchase Agreement and the principal of and premium, 

if any, and interest (including interest accruing during the pendency of any proceeding of the 

type described in Section 8.1.10, whether or not allowed in such proceeding) on the Loans. 

"Obligor" means, as the context may require, the Borrower, the Shareholders and each 

Subsidiary. 

"Organic Document" means, relative to any Obligor, as applicable, its certificate of 

incorporation, bylaws, certificate of partnership, partnership agreement, certificate of formation, 

limited liability agreement, operating agreement and all shareholder agreements, voting trusts 

and similar arrangements applicable to any of such Obligor's partnership interests, limited 

liability company interests or authorized shares of Capital Securities. 

"Other Taxes" means any and all stamp, documentary or similar Taxes, or any other 

excise or property Taxes or similar levies that arise on account of any payment made or required 

to be made under any Loan Document or from the execution, delivery, registration, recording or 

enforcement of any Loan Document. 

"Patriot Act" is defined in Section 9.14 

"Payment Date" means the first day of each month, or, if any such day is not a Business 

Day, the next succeeding Business Day. 

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"PBGC" means the Pension Benefit Guaranty Corporation and any Person succeeding to 

any or all of its functions under ERISA. 

"Pension Plan" means a "pension plan", as such term is defined in Section 3(2) of 

ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in 

Section 4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business 

that is, along with the Borrower, a member of a Controlled Group, may have liability, including 

any liability by reason of having been a substantial employer within the meaning of Section 4063 

of ERISA at any time during the preceding five years, or by reason of being deemed to be a 

contributing sponsor under Section 4069 of ERISA. 

"Permitted Holders" means each of the Principal Shareholders and any of their respective 

Affiliates. 

"Person" means any natural person, corporation, limited liability company, partnership, 

joint venture, association, trust or unincorporated organization, Governmental Authority or any 

other legal entity, whether acting in an individual, fiduciary or other capacity. 

"Pledge and Security Agreement" means, as the context may require, the Borrower 

Pledge and Security Agreement, the Shareholders' Pledge and Security Agreement, the 

Subsidiary Pledge and Security Agreement and any other pledge and security agreement, in each 

case as amended, supplemented, amended and restated or otherwise modified from time to time. 

"Pledged Subsidiary" means each Subsidiary in respect of which the Lender has been 

granted a security interest in or a pledge of (i) any of the Capital Securities of such Subsidiary or 

(ii) any intercompany notes of such Subsidiary owing to the Borrower or another Subsidiary. 

"Prepayment Fee" is defined in Section 3.3. 

"Prime Rate" means the interest rate published by the Wall Street Journal from time-totime as the "prime rate" charged by national banks in the United States. 

"Principal Shareholder" means, Scott Tobias and his estate, spouse, ancestor, and lineal 

descendants, the legal representatives of any of the foregoing and the trustee of any bona fide 

trust of which the foregoing are the sole beneficiaries or grantors. 

"Purchase Agreement" means that certain Membership Interest Purchase Agreement 

dated as of November 8, 2012, as amended or modified from time-to-time. 

"Release" means a "release", as such term is defined in CERCLA. 

"Resource Conservation and Recovery Act" means the Resource Conservation and 

Recovery Act. 42 U.S.C. Section 6901, et seq., as amended. 

"Restricted Pa om n " means the declaration or payment of any dividend (other than 

dividends payable solely in Capital Securities of the Borrower or any Subsidiary and dividends 

payable solely to the Borrower or one or more Subsidiary Guarantors) on, or the making of any 

payment or distribution on account of, or setting apart assets for a sinking or other analogous 

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fund for, the purchase, redemption, defeasance, retirement or other acquisition of any class of 

Capital Securities of the Borrower or any Subsidiary or any warrants or options to purchase any 

such Capital Securities, whether now or hereafter outstanding, or the making of any other 

distribution in respect thereof, either directly or indirectly, whether in cash or property, 

obligations of the Borrower or any Subsidiary or otherwise. 

"Revolving Loan" is defined in Section 2.1.1. 

"Revolving Loan Commitment" means, the Lender's obligation to make Revolving 

Loans pursuant to clause (a) of Section 2.1.1. 

"Revolving Loan Commitment Amount" means, on any date, $2,500,000, as such amount 

may be reduced from time to time pursuant to Section 2.2. 

"Revolving Loan Commitment Termination Date" means the earliest of: 

(a) December 31, 2015; 

(b) the date on which the Revolving Loan Commitment Amount is terminated 

in full pursuant to the terms of this Credit Agreement; and 

(c) the date on which any Commitment Termination Event occurs. 

Upon the occurrence of any event described in the preceding clauses (b) or, the Revolving 

Loan Commitments shall terminate automatically and without any further action. 

"Revolving Note" means a promissory note of the Borrower payable to Lender, in the 

form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or otherwise 

modified from time to time), evidencing the aggregate Indebtedness of the Borrower to Lender 

resulting from outstanding Revolving Loans, and also means all other promissory notes accepted 

from time to time in substitution therefor or renewal thereof. 

"S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill 

Companies, Inc. 

"SEC" means the Securities and Exchange Commission. 

"Shareholders" means Scott Tobias, Jeffrey Mars, Christine Brennan, Kurtis Barton, Josh 

Fromson, Stuart Folb, Gerard Goroski, and Andrew Vandevoorde, or such additional or 

replacement Shareholders of the Borrower from time to time. 

"Shareholders' Pledge and Security Agreement" means that certain Shareholders' Pledge 

and Security Agreement, executed and delivered by each of the Shareholders pursuant to the 

terms of the Credit Agreement, in the form attached hereto as Exhibit F-3. 

"Solvent" means, with respect to any Person and its Subsidiaries on a particular date, that 

on such date (a) the fair value of the property of such Person and its Subsidiaries on a 

consolidated basis is greater than the total amount of liabilities, including contingent liabilities, 

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of such Person and its Subsidiaries on a consolidated basis, (b) the present fair salable value of 

the assets of such Person and its Subsidiaries on a consolidated basis is not less than the amount 

that will be required to pay the probable liability of such Person and its Subsidiaries on a 

consolidated basis on its debts as they become absolute and matured, (c) such Person does not 

intend to, and does not believe that it or its Subsidiaries will, incur debts or liabilities beyond the 

ability of such Person and its Subsidiaries to pay as such debts and liabilities mature, and (d) 

such Person and its Subsidiaries on a consolidated basis is not engaged in business or a 

transaction, and such Person and its Subsidiaries on a consolidated basis is not about to engage in 

business or transaction, for which the property of such Person and its Subsidiaries on a 

consolidated basis would constitute an unreasonably small capital. The amount of Contingent 

Liabilities at any time shall be computed as the amount that, in light of all the facts and 

circumstances existing at such time, can reasonably be expected to become an actual or matured 

liability. 

"Stated Maturity" means December 31, 2020. 

"Subsidiary" means, with respect to any Person, any other Person of which more than 

50% of the outstanding Voting Securities of such other Person (irrespective of whether at the 

time Capital Securities of any other class or classes of such other Person shall or might have 

voting power upon the occurrence of any contingency) is at the time directly or indirectly owned 

or controlled by such Person, by such Person and one or more other Subsidiaries of such Person, 

or by one or more other Subsidiaries of such Person. Unless the context otherwise specifically 

requires, the term "Subsidiary" shall be a reference to a Subsidiary of the Borrower. 

"Subsidiary Guarantor" means each Subsidiary that has executed and delivered to the 

Lender the Subsidiary Guaranty. 

"Subsidiary Guaranty" means the Subsidiary Guaranty, executed and delivered by an 

Authorized Officer of each U.S. Subsidiary pursuant to the terms of this Credit Agreement, in the 

form attached as Exhibit E hereto, as amended, supplemented, amended and restated or 

otherwise modified from time to time. 

"Subsidiary Pledge and Security Agreement" means, collectively, (a) that certain 

Subsidiary Pledge and Security Agreement, executed and delivered by an Authorized Officer of 

each U.S. Subsidiary pursuant to the terms of the Credit Agreement, in the form attached as 

Exhibit F-2 hereto, and (b) any supplemental Foreign Pledge Agreements delivered pursuant to 

the terms of this Credit Agreement, in each case as amended, supplemented, amended and 

restated or otherwise modified from time to time. 

"Synthetic Lease" means, as applied to any Person, any lease (including leases that may 

be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that 

is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or 

obtains ownership of the property so leased for federal income tax purposes, other than any such 

lease under which that Person is the lessor. 

"Taxes" means all income, stamp or other taxes, duties, levies, imposts, charges, 

assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, 

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withheld or assessed by any Governmental Authority, and all interest, penalties or similar 

liabilities with respect thereto. 

"Term Loans" means, collectively, Term Loan A, Term Loan B, and Term Loan C. 

"Term Loan A" means the financing provided by the Lender in regards to its Term Loan 

A Commitment following the Effective Date in the Term Loan A Commitment Amount. 

"Term Loan A Amortization Schedule" means Schedule B attached hereto. 

"Term Loan A Commitment" means Lender's obligation (if any) to make the Term Loan 

A pursuant Section 2.1.2. 

"Term Loan A Commitment Amount" means $28,000,000.00. 

"Term Loan A Note" means a completed Term Note in the amount of the Term Loan A 

Commitment as evidence of Term Loan A. 

"Term Loan B" means the Credit Extension provided by the Lender pursuant to Section 

2.1.3 hereof. 

"Term Loan B Commitment Amount" has the meaning given to such term in Section 

2.1.3. 

"Term Loan B Note" means a completed Term Note in the amount of the Term Loan B 

Commitment as evidence of Term Loan B. 

"Term Loan C" means the Credit Extension provided by the Lender pursuant to Section 

2.1.4 hereof. 

"Term Loan C Commitment" has the meaning given to such term in Section 2.14. 

"Term Loan C Note" means a completed Term Note in the amount of the Term Loan C 

Commitment as evidence of Term Loan C. 

"Term Note" means one or more promissory notes of the Borrower payable to Lender, in 

the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or otherwise 

modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the 

Lender resulting from outstanding Term Loans, and also means all other promissory notes 

accepted from time to time in substitution therefor or renewal thereof. 

"Termination Date" means the date on which all Obligations have been paid in full in 

cash and all Commitments shall have terminated. 

"Trademark Security greement" means any Trademark Security Agreement executed 

and delivered by any Obligor substantially in the form of Exhibit B to any Pledge and Security 

Agreement, as amended, supplemented, amended and restated or otherwise modified from time 

to time. 

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"UCC" means the Uniform Commercial Code as in effect from time to time in the State 

of Delaware; provided, that if, with respect to any Filing Statement or by reason of any 

provisions of law, the perfection or the effect of perfection or non perfection of the security 

interests granted to the Lender pursuant to the applicable Loan Document is governed by the 

Uniform Commercial Code as in effect in a jurisdiction of the United States other than Delaware, 

then "UCC" means the Uniform Commercial Code as in effect from time to time in such other 

jurisdiction for purposes of the provisions of each Loan Document and any Filing Statement 

relating to such perfection or effect of perfection or non perfection. 

"United States" or "U.S." means the United States of America, its fifty states and the 

District of Columbia. 

"U.S. Subsidiary" means any Subsidiary that is incorporated or organized under the laws 

of the United States or a state thereof. 

"Voting Securities" means, with respect to any Person, Capital Securities of any class or 

kind ordinarily having the power to vote for the election of directors, managers or other voting 

members of the governing body of such Person. 

"Welfare Plan" means a "welfare plan", as such term is defined in Section 3(1) of 

ERISA. 

"Wholly Owned Subsidiary" means any Subsidiary all of the outstanding Capital 

Securities of which (other than any director's qualifying shares or investments by foreign 

nationals mandated by applicable laws) are owned directly or indirectly by the Borrower. 

SECTION 1.2 Use of Defined Terms. Unless otherwise defined or the context 

otherwise requires, terms for which meanings are provided in this Credit Agreement shall have 

such meanings when used in each other Loan Document and the Disclosure Schedule. 

SECTION 1.3 Cross-References. Unless otherwise specified, references in a Loan 

Document to any Article or Section are references to such Article or Section of such Loan 

Document, and references in any Article, Section or definition to any clause are references to 

such clause of such Article, Section or definition. 

SECTION 1.4 Accounting and Financial Determinations. 

(a) Unless otherwise specified, all accounting terms used in each Loan Document 

shall be interpreted, and all accounting determinations and computations thereunder (including 

under Section 7.2.4 and the definitions used in such calculations) shall be made, in accordance 

with those generally accepted accounting principles ("GAAP") applied in the preparation of the 

financial statements for the Borrower prior to the Effective Date. Unless otherwise expressly 

provided, all financial covenants and defined financial terms shall be computed on a consolidated 

basis for the Borrower and its Subsidiaries, in each case without duplication. 

(b) As of any date of determination, for purposes of determining the Interest 

Coverage Ratio (and any financial calculations required to be made or included within such 

ratio), the calculation of such ratio and other financial calculations shall include or exclude, as 

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the case may be, the effect of any assets or businesses that have been acquired or Disposed of by 

the Borrower or any of its Subsidiaries pursuant to the terms hereof (including through mergers, 

consolidations) as of such date of determination, as determined by the Borrower on a pro forma 

basis in accordance with GAAP, which determination may include one-time adjustments or 

reductions in costs, if any, directly attributable to any such permitted Disposition (i) as 

reasonably approved by the Lender, (ii) giving effect to any such permitted Disposition as if it 

had occurred on the first day of the applicable measurement periods, and (iii) giving effect to any 

mandatory prepayment hereunder with respect to such permitted Disposition as if it had occurred 

on the first day of the applicable measurement periods. 

ARTICLE II 

COMMITMENTS, BORROWING PROCEDURES, NOTES 

SECTION 2.1 Commitments. On the terms and subject to the conditions of this 

Credit Agreement, the Lender agrees to make Credit Extensions as set forth below. 

SECTION 2.1 .1 Revolving Loan Commitment. 

(a) From time to time on any Business Day occurring from and after the Effective 

Date but prior to the Revolving Loan Commitment Termination Date, Lender agrees that it will 

make loans (each "Revolving Loan") to the Borrower in an aggregate outstanding principal 

amount not at any time to exceed the Revolving Loan Commitment Amount. 

(b) On the terms and subject to the conditions hereof, the Borrower may from time to 

time borrow, prepay and reborrow pursuant to the Revolving Loan Commitment provided that 

the aggregate outstanding principal amount of all Revolving Loans shall not at any time exceed 

the Revolving Loan Commitment Amount. 

SECTION 2.1.2 Term Loan A Commitment. On the date hereof and pursuant to 

the Term Loan A Note the Lender shall advance Term Loan A to the Borrower to fund its 

acquisition of the membership interests in NT Media pursuant to the Purchase Agreement. 

SECTION 2.1.3 Term Loan B Commitment. Provided that a Commitment 

Termination Event has not occurred, pursuant to the Term Loan B Note, the Lender shall permit 

the Borrower to finance its obligation to pay the "Post Closing Adjustment" due to Lender 

pursuant to Section 2.03(c) and (d) of the Purchase Agreement (the "Term Loan B 

Commitment"). In such event, Borrower shall deliver the Term Loan B Note to Lender on or 

before the date which is thirty (30) days after the date on which a final determination of the 

amount of the Post Closing Adjustment is made. 

SECTION 2.1.4 Term Loan C Commitment. Provided that a Commitment 

Termination Event has not occurred, pursuant to the Term Loan C Note, the Lender shall permit 

the Borrower to finance its obligation to pay the "Earn-out Payments" due to Lender pursuant to 

Sections 2.02(b),(c),(d) and (e) of the Purchase Agreement (the "Term Loan C Commitment"). 

In such event, Borrower shall deliver the Term Loan C Note to Lender on or before the date 

which is thirty (30) days after the date on which a final determination of the amount of the Earn 

Out Payments is made. 

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SECTION 2.1.5 

SECTION 2.2 Reduction of the Revolving Loan Commitment Amount. The 

Borrower may, from time to time on any Business Day occurring after the Effective Date, 

voluntarily reduce the amount of the Revolving Loan Commitment Amount or the Term Loan 

Commitment Amount on the Business Day so specified by the Borrower; provided, however, 

that all such reductions shall require at least one Business Day's prior notice to the Lender and 

be permanent, and any partial reduction of any Commitment Amount shall be in a minimum 

amount of $250,000.00 and in an integral multiple of $250,000.00 

SECTION 2.3 Borrowing Procedure. By delivering a Borrowing Request to the 

Lender on or before 10:00 a.m. on a Business Day, the Borrower may from time to time 

irrevocably request, on not less than three Business Days' notice and no more than once per 

week, that a Borrowing be made in a minimum amount of $250,000.00 and an integral multiple 

of $250,000.00 or in the unused amount of the applicable Revolving Loan Commitment Amount 

on the terms and subject to the conditions of this Credit Agreement. Each Borrowing shall be 

made on the Business Day specified in such Borrowing Request. The Lender shall make such 

funds available to the Borrower by wire transfer to the accounts the Borrower shall have 

specified in its Borrowing Request. 

ARTICLE III 

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES 

SECTION 3.1 Repayments and Prepayments; Application. The Borrower agrees 

that the Loans shall be repaid and prepaid pursuant to the following terms. 

SECTION 3.1.1 Repayments and Prepayments. The Borrower shall repay in full the 

unpaid principal amount of the Revolving Loan, together with all accrued and unpaid interest 

and all other amounts due with respect to the Revolving Loan in 59 equal monthly payments 

commencing on the Payment Date in the month immediately following the Revolving Loan 

Commitment Termination Date and in one final payment equal to the then outstanding principal, 

accrued interest and fees under the Revolving Loan on the Stated Maturity Date. The Borrower 

shall repay the Term Loans in accordance herewith, but in any event on or before the Stated 

Maturity Date. Prior thereto, payments and prepayments of the Loans shall or may be made as 

set forth below. 

(a) From time to time on any Business Day, the Borrower may make a voluntary 

prepayment, in whole or in part, of the outstanding principal amount of the Revolving Loan. 

Each prepayment of the Revolving Loan made pursuant to this section shall be without premium 

or penalty. Until the Revolving Loan Commitment Termination Date, amounts repaid on the 

Revolving Loans may be reborrowed. 

(b) On each date when the aggregate outstanding principal amount of the Revolving 

Loan exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time 

pursuant to this Credit Agreement), the Borrower shall make a mandatory prepayment of the 

Revolving Loan in an aggregate amount equal to such excess. 

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(c) Commencing on April 1, 2016, on each Payment Date thereafter, the Borrower 

shall make a scheduled payment of principal in an amount equal to the amount set forth in the 

Term Loan A Amortization Schedule; provided that if Term Loan B is then outstanding, each 

payment set forth on the Term Loan A Amortization Schedule shall be allocated pro rata to 

Term Loan A and Term Loan B. All amounts outstanding on Term Loan A and Term Loan B 

shall be repaid in full on the Stated Maturity. 

(d) To the extent not repaid pursuant to Sections 3.1.1(a), 3.1.1(f) and 3.1.2 , principal 

outstanding under Term Loan C shall be paid in full, together with all accrued but unpaid interest 

and any outstanding fees and costs on the Stated Maturity Date. 

(e) Within two (2) Business Days after receipt by the Borrower or any of its 

Subsidiaries of any Net Disposition Proceeds, Net Casualty Proceeds, Net Equity Proceeds or 

Net Debt Proceeds, the Borrower shall make a Mandatory Prepayment of the Loans in an amount 

equal to (i) 100% of such Net Disposition Proceeds, Net Casualty Proceeds, or Net Debt 

Proceeds, as applicable and (ii) 50% of Net Equity Proceeds, to be applied as set forth in Section 

3.1.2 . On the first Payment Date following the end of each Fiscal Quarter, the Borrower shall 

make a Mandatory Prepayment of the Loans in an amount equal to 75% of the Free Cash Flow 

with respect to such Fiscal Quarter, to be applied as set forth in Section 3.1.2 . 

(f) Immediately upon any acceleration of the Stated Maturity Date of any Loans 

pursuant toSection 8.2orSection 8.3 , the Borrower shall repay all the Loans, unless, pursuant to 

Section 8.3 , only a portion of all the Loans is so accelerated (in which case the portion so 

accelerated shall be so repaid). 

SECTION 3.1.2 Application . Amounts prepaid pursuant toSection 3.1.1(e) and (fi 

or any voluntary prepayment shall be applied (i) first, to repayment of the Revolving Loans, 

(ii)second , to a mandatory prepayment of the outstanding principal amount of (A) Term Loan A 

or (B) if Term Loan B is then outstanding, Term Loan A and Term Loan B pro rata (with the 

amount of such prepayment of the Term Loans being applied ratably to the remaining 

amortization payments of such Term Loans in inverse order of maturity), and (iii) third, to the 

repayment of Term Loan C. 

SECTION 3.2 Interest Provisions . Interest on the outstanding principal amount of 

the Loans shall accrue and be payable in accordance with the terms set forth below. 

SECTION 3.2.1 Rates. 

(a) Term Loans. The outstanding principal amount of Term Loan A shall bear 

interest at the fixed rate of seven and one-half percent (7.5%) per annum, accruing from the date 

hereof but payable monthly in arrears commencing on the February, 2014, Payment Date, with 

interest accruing prior to December 31, 2013 capitalized and added to the principal balance of 

Term Loan A. The outstanding principal amount of Term Loan B shall have interest at the fixed 

rate of seven and one half percent (7.5%) per annum, accruing from the date of origination Term 

Loan B but payable monthly, in arrears commencing on the February, 2014 Payment Date with 

interest accruing prior to December 31, 2013 capitalized and added to the principal amount of 

Term Loan B. The outstanding principal balance of Term Loan C shall bear interest at the rate 

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of twelve percent (12%) per annum, accruing from the date of origination but payable monthly in 

arrears commencing on the February, 2014 Payment Date with interest accruing prior to 

December 31, 2013 capitalized and added to the principal amount of Term Loan C. All amounts 

due under the Term Loans shall be payable without setoff, counterclaim or any other deduction. 

This agreement contemplates the accrual and payment of interest on capitalized interest. 

(b) Revolving Loan . The outstanding principal amount of the Revolving Loan shall 

bear interest at the fixed rate of the Prime Rate plus three percent (3%) per annum, payable 

monthly in arrears commencing on the February, 2014 Payment Date with interest accruing prior 

to December 31, 2013 capitalized and added to the principal balance on the Revolving Loan. All 

amounts due under the Revolving Loan shall be payable without setoff, counterclaim or any 

other deduction. 

SECTION 3.2.2 Default Rates. After the date on which any Event of Default has 

occurred and for so long as such Event of Default is continuing, the Borrower shall pay, but only 

to the extent permitted by law, interest (after as well as before judgment) on all outstanding 

Obligations, including overdue interest fees and other monetary payments due to the Lender, at 

a rate per annum equal to, subject to applicable law, the rate of interest that otherwise would be 

applicable to such Loan plus two percent (2%) per annum (the " Default Rate "). 

SECTION 3.2.3 Payment Dates. Interest accrued on each Loan shall be payable, 

without duplication: 

(a) on the Stated Maturity Date therefor; 

(b) on the date of any payment or prepayment, in whole or in part, of principal 

outstanding on such Loan on the principal amount so paid or prepaid; 

(c) on each Payment Date; and 

(d) upon acceleration of the Stated Maturity Date pursuant to Section 8. 2 orSection 

8.3, immediately upon such acceleration. 

ARTICLE IV 

TAXES AND MISCELLANEOUS 

SECTION 4.1 Taxes. The Borrower covenants and agrees as follows with respect 

to Taxes. 

(a) Any and all payments by the Borrower under each Loan Document shall be made 

without setoff, counterclaim or other defense, and free and clear of, and without deduction or 

withholding for or on account of, any Taxes. In the event that any Taxes are imposed and 

required to be deducted or withheld from any payment required to be made by any Obligor to or 

on behalf of Lender under any Loan Document, then: 

(i) if such Taxes are Non-Excluded Taxes, the amount of such payment shall 

be increased as may be necessary so that such payment is made, after withholding or deduction 

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for or on account of such Taxes, in an amount that is not less than the amount provided for in 

such Loan Document; and 

(ii) the Borrower shall withhold the full amount of such Taxes from such 

payment (as increased pursuant to clause (a)(i)) and shall pay such amount to the Governmental 

Authority imposing such Taxes in accordance with applicable law. 

(b) In addition, the Borrower shall pay all Other Taxes imposed to the relevant 

Governmental Authority imposing such Other Taxes in accordance with applicable law. 

(c) As promptly as practicable after the payment of any Taxes or Other Taxes, and in 

any event within 45 days of any such payment being due, the Borrower shall furnish to the 

Lender a copy of an official receipt (or a certified copy thereof) evidencing the payment of such 

Taxes or Other Taxes. 

(d) The Borrower shall indemnify Lender for any Non-Excluded Taxes and Other 

Taxes levied, imposed or assessed on (and whether or not paid directly by) Lender whether or 

not such Non-Excluded Taxes or Other Taxes are correctly or legally asserted by the relevant 

Governmental Authority. Promptly upon having knowledge that any such Non-Excluded Taxes 

or Other Taxes have been levied, imposed or assessed, and promptly upon notice thereof by 

Lender, the Borrower shall pay such Non-Excluded Taxes or Other Taxes directly to the relevant 

Governmental Authority. Borrower shall indemnify Lender for any incremental Taxes that may 

become payable by as a result of any failure of the Borrower to pay any Taxes when due to the 

appropriate Governmental Authority or to deliver to the Lender, pursuant to clause (c), 

documentation evidencing the payment of Taxes or Other Taxes. With respect to indemnification 

for Non-Excluded Taxes and Other Taxes actually paid by Lender or the indemnification 

provided in the immediately preceding sentence, such indemnification shall be made within 30 

days after the date Lender makes written demand therefor. The Borrower acknowledges that any 

payment made to Lender or to any Governmental Authority in respect of the indemnification 

obligations of the Borrower provided in this clause shall constitute a payment in respect of which 

the provisions of clause (a) and this clause shall apply. 

SECTION 4.2 Payments, Computations, etc. 

(a) All payments shall be made without setoff, deduction or counterclaim not later 

than 11:00 a.m. on the date due in same day or immediately available funds to such account as 

the Lender shall specify from time to time by notice to the Borrower. Funds received after that 

time shall be deemed to have been received by the Lender on the next succeeding Business Day. 

All interest and fees shall be computed on the basis of the actual number of days (including the 

first day but excluding the last day) occurring during the period for which such interest or fee is 

payable over a year comprised of 360 days for the actual number of days elapsed. Payments due 

on other than a Business Day shall be made on the next succeeding Business Day and such 

extension of time shall be included in computing interest and fees in connection with that 

payment. 

(b) Except as otherwise set forth in a Loan Document, all payments made under any 

Loan Document shall be applied upon receipt (i) first, to the payment of all Obligations owing to 

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the Lender (including the fees and expenses of counsel to the Lender), (ii) second, after payment 

in full in cash of the amounts specified in clause (i), to the ratable payment of all interest and fees 

owing with respect to the Credit Extensions and all costs and expenses owing to the Lender 

pursuant to the terms of the Credit Agreement, until paid in full in cash, and (iii) third, after 

payment in full in cash of the amounts specified in clauses (i) and (ii), and following the 

Termination Date, to each applicable Obligor or any other Person lawfully entitled to receive 

such surplus. 

SECTION 4.3 Setoff. Borrower agrees that Lender shall have a right to set off 

against any obligations owed by the Lender to Borrower or its Subsidiaries pursuant to the 

Purchase Agreement, or any other agreements entered into in connection therewith; provided that 

all amounts so offset shall be applied pursuant to Section 3.1.2 hereto, but with respect to the 

Term Loans, such amounts shall be applied to the Obligations in accordance with the terms of 

the Loan Documents. The Lender agrees promptly to notify the Borrower and the Lender after 

any such setoff and application made by the Lender; provided, however, that the failure to give 

such notice shall not affect the validity of such setoff and application. 

ARTICLE V 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

SECTION 5.1 Initial Credit Extension. The obligations of the Lender to fund the 

initial Credit Extension hereunder shall be subject to the prior or concurrent satisfaction of each 

of the conditions precedent set forth in this Article. 

SECTION 5.1.1 Resolutions, etc. The Lender shall have received from each 

Obligor, as applicable and unless otherwise noted (i) a copy of a good standing certificate, dated 

a date reasonably close to the Effective Date, for each such Person and (ii) a certificate, dated the 

Effective Date, duly executed and delivered by such Person's Secretary or Assistant Secretary, 

members, manager, managing member or general partner, as applicable, as to 

(a) resolutions of each such Person's Board of Directors (or other managing body, in 

the case of other than a corporation) then in full force and effect authorizing, to the extent 

relevant, the execution, delivery and performance of each Loan Document to be executed by 

such Person; 

(b) the incumbency and signatures of those of its officers, members, manager, 

managing member or general partner, as applicable, authorized to act with respect to each Loan 

Document to be executed by such Person; 

(c) an irrevocable proxy granting the Lender such member's or partner's right to vote 

or take any other action under such Organic Documents upon any Event of Default and prior to 

any foreclosure on such equity interests; provided that the Lender shall not be entitled to exercise 

such rights until five (5) days after the Borrower receives notice of an Event of Default resulting 

from the default by any Obligor in the due performance or observance of its obligations under 

Sections 8.1.4 and 8.1.6 and such Event of Default shall continue unremedied; and 

(d) the full force and validity of each Organic Document of such Person and copies 

thereof; 

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upon which certificates Lender may conclusively rely until it shall have received a further 

certificate of the Secretary, Assistant Secretary, members, manager, managing member or 

general partner, as applicable, of any such Person canceling or amending the prior certificate of 

such Person. 

SECTION 5.1.2 Effective Date Certificate. The Lender shall have received the 

Borrower Effective Date Certificate, dated the Effective Date and duly executed and delivered by 

an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and 

acknowledge that the statements made therein shall be deemed to be true and correct 

representations and warranties of the Borrower as of such date, and, at the time each such 

certificate is delivered, such statements shall in fact be true and correct. All documents and 

agreements required to be appended to the Borrower Effective Date Certificate shall be in form 

and substance reasonably satisfactory to the Lender. 

SECTION 5.1.3 Delivery of Notes. The Lender shall have received, duly executed 

and delivered the Revolving Note and the Term Loan A Note by an Authorized Officer of the 

Borrower. 

SECTION 5.1.4 Financial Information. etc. The Lender shall have received a 

consolidated business and financial plan for Borrower and its Subsidiaries, in form reasonably 

satisfactory to the Lender, including (a) a capital expenditure schedule and (b) financial 

projections. Such updated consolidated and financial plan shall be prepared by a senior financial 

officer of Borrower, which shall be distributed to the Lender. 

SECTION 5.1.5 Solvency, etc. The Lender shall have received a solvency 

certificate in the form of Exhibit G hereto, duly executed and delivered by the chief financial or 

accounting Authorized Officer of the Borrower, dated as of the Effective Date. 

SECTION 5.1.6 Guaranties. The Lender shall have received from each Subsidiary 

Guarantor, the Subsidiary Guaranty, or any other guaranty of the Obligations hereunder, duly 

authorized, executed, acknowledged and delivered by an Authorized Officer of each such 

Person. 

SECTION 5.1.7 Pledge and Security Agreements. The Lender shall have received 

from each Obligor, the Pledge and Security Agreement, duly executed by each such Obligor, 

together with: 

(a) certificates (in the case of certificated Capital Securities that are securities (as 

defined in the UCC)) evidencing all of the issued and outstanding Capital Securities held by such 

Obligor in its U.S. Subsidiaries, which certificates in each case shall be accompanied by undated 

instruments of transfer duly executed in blank, as well as any other confirmation and evidence 

reasonably satisfactory to the Lender that the security interest therein has been transferred to and 

perfected by the Lender for the benefit of the Lender in accordance with Articles 8 and 9 of the 

UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; 

and 

(b) copies of Filing Statements naming such Obligor as a debtor and the Lender as the 

secured party, or other similar instruments or documents to be filed under the UCC of all 

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jurisdictions as may be necessary or, in the opinion of the Lender, desirable to perfect the 

security interests of the Lender pursuant to such Pledge and Security Agreement. 

The Lender and its counsel shall be satisfied that (i) the Lien granted to it, in the collateral 

described above is a first priority (or local equivalent thereof) security interest, subject, in certain 

cases, to Liens permitted hereunder; and (ii) no Lien exists on any of the collateral described 

above other than the Lien created in its favor pursuant to a Loan Document or Liens permitted 

hereunder. 

SECTION 5.1.8 Intellectual Property Security Agreements and Related 

Documentation. The Borrower shall have delivered and the Lender shall have received Item 

5.1.8 of the Disclosure Schedule identifying (a) all patents, copyrights and trademarks owned by 

any Obligor and (b) each Patent Security Agreement, Copyright Security Agreement or 

Trademark Security Agreement (each, an "IP Security Agreement"), as applicable, by date and 

document number with respect to each such patent, copyright or trademark. Obligors shall 

provide the IP Security Agreement dated as of the date hereof, duly executed and delivered by 

such Obligor. The Borrower shall further identify in Item 5.1.8 of the Disclosure Schedule each 

Person that is a licensee of any such patent, copyright or trademark under a licensing agreement. 

Any Obligor that is a licensee of any such patent, copyright or trademark shall have granted to 

the Lender a security interest in its rights under each such licensing agreement. 

SECTION 5.1.9 Filing Agent, etc. All Uniform Commercial Code financing 

statements or other similar financing statements and Uniform Commercial Code (Form UCC 3) 

termination statements required pursuant to the Loan Documents (collectively, the "Filing 

Statements") shall have been delivered to NRAI or another similar filing service company 

acceptable to the Lender (the "Filing Agent"). The Filing Agent shall have acknowledged in a 

writing reasonably satisfactory to the Lender and its counsel (i) the Filing Agent's receipt of all 

Filing Statements, (ii) that the Filing Statements have either been submitted for filing in the 

appropriate filing offices or will be submitted for filing in the appropriate offices within ten days 

following the Effective Date and (iii) that the Filing Agent will notify the Lender and its counsel 

of the results of such filings within 30 days following the Effective Date. 

SECTION 5.1.10 Insurance. The Lender shall have received, certificates of insurance 

and declaration pages of the updated insurance policies (or binders in respect thereof), which 

include adequate business interruption insurance, from one or more insurance companies 

reasonably satisfactory to the Lender, evidencing coverage required to be maintained pursuant to 

each Loan Document and endorsements naming the Lender as loss payee. Such copies of 

declaration pages of each such policy is to be provided in addition to any certificates of insurance 

that reflect or name the Lender as loss payee. 

SECTION 5.1.11 Purchase Agreement. All conditions precedent to the closing of the 

transactions contemplated by the Purchase Agreement shall have been satisfied in the sole 

discretion of the Lender. 

SECTION 5.1.12 All Credit Extensions. The obligation of Lender to make any 

Credit Extension shall be subject to and the satisfaction of each of the conditions precedent set 

forth below. 

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SECTION 5.1.13 Compliance with Warranties, No Default, etc. Both before and 

after giving effect to any Credit Extension (but, if any Default of the nature referred to in Section 

8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the 

application, directly or indirectly, of the proceeds thereof) the following statements shall be true 

and correct: 

(a) the representations and warranties set forth in each Loan Document shall, in each 

case, be true and correct in all material respects with the same effect as if then made (unless 

stated to relate solely to an earlier date, in which case such representations and warranties shall 

be true and correct in all material respects as of such earlier date); provided that where a 

representation and warranty is already qualified as to materiality, the materiality qualifier in this 

clause shall be disregarded for purposes of this condition; and 

(b) no Default shall have then occurred and be continuing. 

SECTION 5.1.14 Satisfactory Legal Form. All documents executed or submitted 

pursuant hereto by or on behalf of any Obligor shall be reasonably satisfactory in form and 

substance to the Lender and its counsel, and the Lender and its counsel shall have received all 

information, approvals, opinions, documents or instruments as the Lender or its counsel may 

reasonably request. 

ARTICLE VI 

REPRESENTATIONS AND WARRANTIES 

In order to induce the Lender to enter into this Credit Agreement and to make Credit 

Extensions hereunder, the Borrower represents and warrants to Lender as set forth in this Article 

(it being understood that (a) for purposes of the representations set forth in Sections 6.1, 6.3 and 

6.5 through 6.12, such representations made as of the Effective Date shall only relate to the 

Borrower (and not NT Media or any Subsidiaries of NT Media) but thereafter shall apply to all 

Obligors and (b) for purposes of the representations set forth in Sections 6.6, 6.7, 6.10 and 6.11, 

such representations only relate to the period commencing immediately following the Effective 

Date. 

SECTION 6.1 Organization, etc. Each Obligor is validly organized and existing 

and in good standing under the laws of the state or jurisdiction of its incorporation or 

organization, is duly qualified to do business and is in good standing as a foreign entity in each 

jurisdiction where the nature of its business requires such qualification, and has full power and 

authority and holds all requisite governmental licenses, permits and other approvals to enter into 

and perform its Obligations under each Loan Document to which it is a party, to own and hold 

under lease its property and to conduct its business substantially as currently conducted by it, 

except where the failure to be so qualified or to possess the requisite license, permit or approval 

could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 6.2 Due Authorization, Non-Contravention etc. The execution, 

delivery and performance by each Obligor of each Loan Document executed or to be executed 

by it are in each case within such Person's powers, have been duly authorized by all necessary 

action, and do not 

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(a) contravene any (i) Obligor's Organic Documents, (ii) or, except as set forth in 

Item 6.2 of the Disclosure Schedule, result in a default under any contractual restriction binding 

on or affecting any Obligor, (iii) court decree or order binding on or affecting any Obligor or (iv) 

law or governmental regulation binding on or affecting any Obligor; or 

(b) result in, or require the creation or imposition of, any Lien on any Obligor's 

properties (except as permitted by this Credit Agreement). 

SECTION 6.3 Government Approval, Regulation, etc . No authorization or 

approval or other action by, and no notice to or filing with, any Governmental Authority or other 

Person (other than those that have been, or on the Effective Date will be, duly obtained or made 

and which are, or on the Effective Date will be, in full force and effect or those approvals, the 

failure to obtain which, could not reasonably be expected to result in a Material Adverse Effect) 

is required for the due execution, delivery or performance by any Obligor of any Loan Document 

to which it is a party. Neither the Borrower nor any of its Subsidiaries is an "investment 

company" within the meaning of the Investment Company Act of 1940, as amended, or a 

"holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a 

"holding company" or of a "subsidiary company" of a "holding company", within the meaning 

of the Public Utility Holding Company Act of 1935, as amended. 

SECTION 6.4 Validity, etc . Each Loan Document to which any Obligor is a party 

constitutes the legal, valid and binding obligations of such Obligor, enforceable against such 

Obligor in accordance with their respective terms (except, in any case, as such enforceability 

may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, 

moratorium or similar laws affecting creditors' rights generally and by principles of equity). 

SECTION 6.5 Financial Information . The consolidated financial statements of the 

Borrower and its Subsidiaries furnished to the Lender pursuant to Section 5.1.4have been 

prepared in accordance with GAAP consistently applied, and present fairly the consolidated 

financial condition of the Persons covered thereby as at the dates thereof and the results of their 

operations for the periods then ended. All balance sheets, all statements of income and of cash 

flow and all other financial information of the Borrower and its Subsidiaries furnished pursuant 

toSection 7.1.1 have been and will for periods following the Effective Date be prepared in 

accordance with GAAP consistently applied with the financial statements delivered pursuant to 

Section 5.1.4 , and do or will present fairly the consolidated financial condition of the Persons 

covered thereby as at the dates thereof and the results of their operations for the periods then 

ended. 

SECTION 6.6 Litigation, Labor Controversies, etc. There is no pending or, to the 

Knowledge of the Borrower or any of its Subsidiaries, threatened in writing litigation, action, 

proceeding or labor controversy 

(a) except as disclosed in Item 6.6of the Disclosure Schedule, affecting the 

Borrower, any of its Subsidiaries or any other Obligor, or any of their respective 

properties, businesses, assets or revenues, which could reasonably be expected to have a 

Material Adverse Effect, and no adverse development has occurred in any labor 

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controversy, litigation, arbitration or governmental investigation or proceeding disclosed 

inItem 6.6of the Disclosure Schedule; or 

(b) which purports to affect the legality, validity or enforceability of any Loan 

Document. 

SECTION 6.7 No Material Adverse Change . Except as disclosed inItem 6.7of 

the Disclosure Schedule, there has been no change that has had a Material Adverse Effect since 

the Effective Date. The Borrower and each other Obligor, taken as a whole on a consolidated 

basis, before and after giving effect to each Credit Extension are Solvent. 

SECTION 6.8 Subsidiaries. The Borrower has no Subsidiaries, except those 

Subsidiaries which are identified in Item 6.8of the Disclosure Schedule, or which are permitted 

to have been organized or acquired in accordance with Sections 7.2.5or7.2.10. A true and 

correct copy of the organizational chart that lists all Subsidiaries and the Shareholders of the 

Borrower, including each such Person's general partner or managing member if a limited 

partnership or limited liability company, respectively, as of the Effective Date is attached hereto 

asExhibit Hto this Credit Agreement. 

SECTION 6.9 Ownership of Properties. The Borrower and each of its 

Subsidiaries own (i) in the case of owned real property, good and marketable fee title to, and (ii) 

in the case of owned personal property, good and valid title to, or, in the case of leased real or 

personal property, valid and enforceable leasehold interests (as the case may be) in, all of its 

properties and assets, real and personal, tangible and intangible, of any nature whatsoever, free 

and clear in each case of all Liens or claims, except for Liens permitted pursuant to Section 

7.2.3. 

SECTION 6.10 Taxes. The Borrower and each of its Subsidiaries have filed all tax 

returns and reports required by law to have been filed by it and has paid all Taxes thereby shown 

to be due and owing, except (a) any such Taxes which are being diligently contested in good 

faith by appropriate proceedings and for which adequate reserves in accordance with GAAP 

shall have been set aside on its books and (b) immaterial amounts of Taxes so long as no material 

property of the Borrower or any Subsidiary is at impending risk of being seized, levied upon or 

forfeited. 

SECTION 6.11 Pension and Welfare Plans . During the period from the Effective 

Date and prior to the date of any Credit Extension hereunder, no steps have been taken to 

terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension 

Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or 

event or transaction has occurred with respect to any Pension Plan which might result in the 

incurrence by the Borrower or any member of the Controlled Group of any liability which could 

reasonably be expected to have a Material Adverse Effect, or any fine or penalty. Except as 

disclosed inItem 6.11of the Disclosure Schedule, neither the Borrower nor any member of the 

Controlled Group has any Contingent Liability with respect to any post-retirement benefit under 

a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of 

ERISA. 

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SECTION 6.12 Accuracy of Information. None of the factual information 

heretofore or contemporaneously furnished in writing to Lender by or on behalf of any Obligor 

in connection with any Loan Document or any transaction contemplated hereby contains any 

untrue statement of a material fact, or omits to state any material fact necessary to make any 

information not misleading, and no other factual information hereafter furnished in connection 

with any Loan Document by or on behalf of any Obligor to Lender will contain any untrue 

statement of a material fact or will omit to state any material fact necessary to make any 

information not misleading on the date as of which such information is dated or certified. 

ARTICLE VII 

COVENANTS 

SECTION 7.1 Affirmative Covenants. The Borrower agrees with Lender that 

from and including the Effective Date until the Termination Date has occurred, the Borrower 

will, and will cause its Subsidiaries to, perform or cause to be performed the obligations set forth 

below. 

SECTION 7.1 .1 Financial Information, Reports, Notices, etc. The Borrower will 

furnish Lender copies of the following financial statements, reports, notices and information: 

(a) as soon as available and in any event within (i) ten (10) days after the last day of 

each month, unaudited consolidating balance sheet of the Borrower and its Subsidiaries, a 

consolidating statement of income and cash flow of the Borrower and its Subsidiaries for such 

month and for the period commencing at the end of the previous Fiscal Year and ending with the 

end of such month, together with a comparison to the results of the same period for the prior year 

and the Borrower shall cause its counsel to provide, upon request and in any event no later than 

monthly, a detailed report regarding the status of any uninsured, material litigation; provided 

however, that Borrower shall not be required to disclose any details regarding any such litigation 

to the extent Borrower determines in good faith and upon advice of counsel that exclusion of 

such details from the litigation report is reasonably necessary to preserve the attorney-client 

privilege, and (ii) fifteen (15) days after the end of each Fiscal Quarter of each Fiscal Year, an 

unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such 

Fiscal Quarter and consolidating statement of income and cash flow of the Borrower and its 

Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous 

Fiscal Year and ending with the end of such Fiscal Quarter, including, in each case, in 

comparative form the figures for the corresponding Fiscal Quarter or month, as applicable, in, 

and year to date portion of, the immediately preceding Fiscal Year, certified as complete and 

correct by the chief financial or accounting Authorized Officer of the Borrower; 

(b) as soon as available and in any event within one hundred twenty (120) days after 

the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the Borrower 

and its Subsidiaries, together with (i) the related audited consolidated statements of income and 

audited cash flow of the Borrower and its Subsidiaries for such Fiscal Year, and reconciled to the 

financial information provided by the Borrower with respect to its fourth Fiscal Quarter, setting 

forth in comparative form the figures for the immediately preceding Fiscal Year and audited 

(without any Impermissible Qualification) by independent public accountants acceptable to the 

Lender and (ii) to the extent there is a discrepancy between the financial statements delivered 

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pursuant to clause (a)(ii) and clause (b), a statement of reconciliation conforming the former to 

the latter; 

(c) concurrently with the delivery of the quarterly financial information pursuant to 

clauses a and (bb), a Compliance Certificate, executed by the chief financial or accounting 

Authorized Officer of the Borrower, showing compliance with the financial covenants set forth 

in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has 

occurred, specifying the details of such Default and the action that the Borrower or an Obligor 

has taken or proposes to take with respect thereto); 

(d) as soon as available and in any event within thirty 30 days after the end of each 

Fiscal Year, a copy of the Borrower's annual budget, setting forth in comparative form the 

figures for the immediately preceding Fiscal Year; 

(e) as soon as possible and in any event within three (3) Business Days after the 

Borrower or any other Obligor obtains Knowledge of the occurrence of a Default a statement of 

an Authorized Officer of the Borrower setting forth details of such Default and the action which 

the Borrower or such Obligor has taken and proposes to take with respect thereto; 

(f) as soon as possible and in any event within three (3) Business Days after the 

Borrower or any other Obligor obtains Knowledge of (i) the occurrence of any material adverse 

development with respect to any litigation, action, proceeding or labor controversy or (ii) the 

commencement of any material litigation, action, proceeding or labor controversy, notice thereof 

and, to the extent the Lender requests, copies of all documentation relating thereto; 

(g) promptly after the sending or filing thereof, copies of all reports, notices, 

prospectuses and registration statements which any Obligor files with the SEC or any national 

securities exchange; 

(h) immediately upon obtaining Knowledge of (i) the institution of any steps by any 

Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any 

Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, 

(iii) the taking of any action with respect to a Pension Plan which could result in the requirement 

that any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the 

occurrence of any event with respect to any Pension Plan which could result in the incurrence by 

any Obligor of any material liability, fine or penalty, notice thereof and copies of all 

documentation relating thereto; 

(i) promptly upon receipt thereof, copies of all "management letters" submitted to the 

Borrower or any other Obligor by the independent public accountants referred to in clause (b) in 

connection with each audit made by such accountants; 

(j) such other financial and other information as Lender may from time to time 

reasonably request (including information and reports in such detail as the Lender may request 

with respect to the terms of and information provided pursuant to the Compliance Certificate); 

and 

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(k) Borrower shall deliver to the Lender weekly after the Effective Date a rolling 13- 

week cash flow forecast in the form reasonably required by the Lender and substantially similar 

to the Cash Flow Forecast currently prepared, that shall detail all sources and uses of cash on a 

weekly basis and shall report any variances from the previous period. Borrower and its advisors 

shall participate on monthly (or more frequently as the Lender may request) conference calls 

with the Lender, such conference calls to be scheduled for the week after the Lender has received 

the monthly financial statements of the Borrower as required under Section 7.1. 1 (a). 

SECTION 7.1.2 Maintenance of Existence; Compliance with Laws. etc. The 

Borrower will, and will cause each of its Subsidiaries to, preserve and maintain its legal 

existence and comply in all material respects with all applicable laws, rules, regulations and 

orders, including the payment (before the same become delinquent), of all Taxes, imposed upon 

the Borrower or its Subsidiaries or upon their property except to the extent being diligently 

contested in good faith by appropriate proceedings and for which adequate reserves in 

accordance with GAAP have been set aside on the books of the Borrower or its Subsidiaries, as 

applicable. 

SECTION 7.1.3 Maintenance of Properties. The Borrower will, and will cause each 

of its Subsidiaries to, maintain, preserve, protect and keep its and their respective properties 

material to the conduct of its and their respective businesses in good repair, working order and 

condition (ordinary wear and tear excepted), and make necessary repairs, renewals and 

replacements so that the business carried on by the Borrower and its Subsidiaries may be 

properly conducted at all times, unless the Borrower or such Subsidiary determines in good faith 

that the continued maintenance of such property is no longer economically desirable. 

SECTION 7.1.4 Insurance. The Borrower will, and will cause each of its 

Subsidiaries to: 

(a) maintain insurance on its property with financially sound and reputable insurance 

companies against loss and damage in at least the amounts (and with only those deductibles) 

customarily maintained, and against such risks as are typically insured against in the same 

general area, by Persons of comparable size engaged in the same or similar business as the 

Borrower and its Subsidiaries; and 

(b) all worker's compensation, employer's liability insurance or similar insurance as 

may be required under the laws of any state or jurisdiction in which it may be engaged in 

business. 

Without limiting the foregoing, all insurance policies behalf of the Lender as mortgagee (in the 

case of property insurance) or additional insured (in the case of liability insurance), as applicable, 

and provide that no cancellation or modification of the policies will be made without thirty days' 

prior written notice to the Lender and (ii) be in addition to any requirements to maintain specific 

types of insurance contained in the other Loan Documents. Upon the request of the Lender (but 

no more than once per year), the Borrower shall furnish the Lender a certificate executed and 

delivered by an Authorized Officer of the Borrower (and, at the request of the Lender, the 

insurance broker of the Borrower) setting forth the nature and extent of all insurance maintained 

by the Borrower and its Subsidiaries. 

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SECTION 7.1.5 Books and Records. The Borrower will, and will cause each of its 

Subsidiaries to, keep books and records in accordance with GAAP which accurately reflect all of 

its business affairs and transactions and permit Lender or any of its representatives, at reasonable 

times and intervals upon reasonable notice to the Borrower (but not so as to materially interfere 

with the business of Borrower or any of the Subsidiaries), to visit each Obligor's offices, to 

discuss such Obligor's financial matters with its officers and employees, and its independent 

public accountants (and the Borrower hereby authorizes such independent public accountant to 

discuss each Obligor's financial matters with Lender or its representatives upon reasonable 

notice to the Borrower and whether or not any representative of such Obligor is present, at the 

discretion of such Obligor; provided, however, the Lender will be entitled to meet with such 

independent public accountants without the Borrower or any of its representatives present if a 

Default has occurred and is continuing) and to examine (and photocopy extracts from) any of its 

books and records; provided, however, when no Default exists, any inspection of the Borrower's 

properties pursuant to this Section shall be conducted at the same time as any such inspection by 

the Lender. The Borrower shall pay any fees of such independent public accountant incurred in 

connection with Lender's exercise of its rights pursuant to this Section. 

SECTION 7.1.6 Environmental Law Covenant. The Borrower will, and will cause 

each of its Subsidiaries to, 

(a) use and operate all of its and their facilities and properties in material compliance 

with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and 

other authorizations relating to environmental matters in effect and remain in material 

compliance therewith, and handle all Hazardous Materials in material compliance with all 

applicable Environmental Laws except where failure to do so could not reasonably be expected 

to have a Material Adverse Effect; and 

(b) promptly notify the Lender and provide copies upon receipt of all written claims, 

complaints, notices or inquiries relating to the condition of its facilities and properties in respect 

of, or as to compliance with, Environmental Laws, and shall promptly resolve any noncompliance with Environmental Laws and keep its property free of any Lien imposed by any 

Environmental Law, or if such Lien is imposed, the Borrower will commence an action to 

remove such Lien within 30 days receipt of written notice of such Lien. 

SECTION 7.1.7 Use of Proceeds. The Borrower will apply the proceeds of the 

Credit Extensions pursuant to the Revolving Loan for working capital and general limited 

liability company purposes of the Borrower and shall use the proceeds of the Term Loans solely 

to fulfill its obligations to the Lender under the Purchase Agreement. 

SECTION 7.1.8 Future Guarantors, Security, etc. The Borrower will, and will cause 

each U.S. Subsidiary, as applicable, to, execute any documents, Filing Statements, agreements 

and instruments, and take all further action (including filing mortgages) that may be required 

under applicable law, or that the Lender may reasonably request, in order to effectuate the 

transactions contemplated by the Loan Documents and in order to grant, preserve, protect and 

perfect the validity and first priority (subject to Liens permitted by Section 7.2.3) of the Liens 

created or intended to be created by the Loan Documents. The Borrower will, or will cause any 

subsequently acquired or organized U.S. Subsidiary to, as appropriate (a) execute a supplement 

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to the Subsidiary Guaranty and each applicable Loan Document in favor of the Lender, (b) 

deliver the certificated interests of Borrower and each Subsidiary, accompanied by duly executed 

undated blank stock powers or other equivalent instruments of transfer acceptable to the Lender, 

(c) provide resolutions, amendments, or other modifications to such Subsidiary's Organic 

Documents permitting any member or partner, as applicable, to take any action by proxy and (d) 

grant the Lender an irrevocable proxy to such member's or partner's right to vote or take any 

other action under such Organic Documents upon any Event of Default and prior to any 

foreclosure on such equity interests; provided, that with respect to clause (d) above, the Lender 

shall not be entitled to exercise such rights until five days after the Borrower receives notice of 

an Event of Default resulting from the default by any Obligor in the due performance or 

observance of its obligations under Sections 8.1.4 or 8.1.6 and such Event of Default shall 

continue unremedied. In addition, from time to time, the Borrower will, at its cost and expense, 

promptly secure the Obligations by pledging or creating. or causing to be pledged or created, 

perfected Liens with respect to such of its assets and properties as the Lender shall designate, it 

being agreed that it is the intent of the parties that the Obligations shall be secured by, among 

other things, substantially all the assets of the Borrower and its U.S. Subsidiaries (including real 

and personal property acquired subsequent to the Effective Date). Such Liens will be created 

under the Loan Documents in form and substance reasonably satisfactory to the Lender, and the 

Borrower shall deliver or cause to be delivered to the Lender all such instruments and documents 

(including legal opinions, title insurance policies and lien searches) as the Lender shall 

reasonably request to evidence compliance with this Section. 

SECTION 7.1.9 Assignment of Promissory Notes. The Borrower will, and will 

cause any of its Subsidiaries to, deliver and assign any promissory note received from any 

Disposition pursuant to clause (a) of Section 7.2.10. For the avoidance of doubt, the delivery and 

assignment of such promissory note shall not be considered a prepayment of any Term Loan for 

purposes of Sections 2.2 or 3.1.1 until the actual receipt by the Lender of cash payment under 

such promissory note whereupon such proceeds shall be considered Net Disposition Proceeds. 

SECTION 7.2 Negative Covenants. The Borrower covenants and agrees with 

Lender, that until the Termination Date has occurred, the Borrower will, and will cause its 

Subsidiaries to, perform or cause to be performed the obligations set forth below. 

SECTION 7.2.1 Business Activities. The Borrower will not, and will not permit any 

of its Subsidiaries to, engage in any business activity except those business activities 

substantially similar to those engaged in on the date of this Credit Agreement and activities 

reasonably incidental thereto. 

SECTION 7.2.2 Indebtedness. The Borrower will not, and will not permit any of its 

Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, other than: 

(a) Indebtedness in respect of the Obligations; 

(b) unsecured Indebtedness (i) incurred in the ordinary course of business of the 

Borrower and its Subsidiaries (including open accounts extended by suppliers on normal trade 

terms in connection with purchases of goods and services which are not overdue for a period of 

more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate 

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reserves in conformity with GAAP have been established on the books of the Borrower or such 

Subsidiary) and (ii) in respect of performance, surety or appeal bonds provided in the ordinary 

course of business, but excluding (in each case), Indebtedness incurred through the borrowing of 

money or Contingent Liabilities in respect thereof; 

(c) Indebtedness (i) evidencing the deferred purchase price of newly acquired 

property or incurred to finance the acquisition of equipment of the Borrower and its Subsidiaries 

(pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) 

used in the ordinary course of business of the Borrower and its Subsidiaries (provided, that such 

Indebtedness is incurred within 60 days of the acquisition of such property), and (ii) Capitalized 

Lease Liabilities; provided, that the aggregate amount of all Indebtedness outstanding pursuant 

to this clause (c) of Section 7.2.2 shall not at any time exceed $250,000.00; 

(d) unsecured Indebtedness of any Subsidiary Guarantor owing to the Borrower or 

any other Subsidiary Guarantor, or Indebtedness of the Borrower owing to any Subsidiary 

Guarantor, which Indebtedness shall be subordinated to the Obligations on terms and conditions 

satisfactory to the Lender; 

(e) Indebtedness of Borrower and its Subsidiaries, not to exceed $250,000.00 in the 

aggregate, incurred after the Effective Date which is subordinated to the Obligations in a manner 

satisfactory to the Lender in its sole discretion; 

(f) other Indebtedness of the Borrower in an aggregate amount at any time 

outstanding not to exceed $250,000.00; 

provided, however, that no Indebtedness otherwise permitted by clause (c) shall be assumed, 

created or otherwise incurred if a Default has occurred and is then continuing or would result 

therefrom. 

SECTION 7.2.3 Liens. The Borrower will not, and will not permit any of its 

Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of its property 

(including Capital Securities of any Person), revenues or assets, whether now owned or hereafter 

acquired, except: 

(a) Liens securing payment of the Obligations; 

(b) Liens securing Indebtedness of the type permitted under clause (c)(i), (c)(ii (e) 

or of Section 7.2.2; provided, that (i) such Lien is granted within 60 days after such 

Indebtedness is incurred and (ii) with respect to Indebtedness of the type permitted under clause 

(c)(i) or (c )(ii) of Section 7.2.2, (A) the Indebtedness secured thereby does not exceed the lesser 

of the cost or the fair market value of the applicable property, improvements or equipment at the 

time of such acquisition (or construction) and (B) such Lien secures only the assets that are the 

subject of the Indebtedness referred to in such clause; 

(c) Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords 

and other similar Liens granted in the ordinary course of business for amounts not overdue or 

being diligently contested in good faith by appropriate proceedings and for which adequate 

reserves in accordance with GAAP shall have been set aside on its books; 

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(d) Liens incurred or deposits made in the ordinary course of business in connection 

with worker's compensation, unemployment insurance or other forms of governmental insurance 

or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other 

similar obligations (other than for borrowed money) entered into in the ordinary course of 

business or to secure obligations on surety and appeal bonds or performance bonds; 

(e) judgment Liens in existence for less than 45 days after the entry thereof or with 

respect to which execution has been stayed or the payment of which is covered in full (subject to 

a customary deductible) by insurance maintained with responsible insurance companies and 

which do not otherwise result in an Event of Default under Section 8.1.7; 

(f) easements, rights-of-way, zoning restrictions, minor defects or irregularities in 

title and other similar encumbrances not interfering in any material respect with the value or use 

of the property to which such Lien is attached; 

(g) Liens for Taxes not at the time delinquent or thereafter payable without penalty or 

being diligently contested in good faith by appropriate proceedings and for which adequate 

reserves in accordance with GAAP shall have been set aside on its books. 

SECTION 7.2.4 Financial Convents. 

(a) Interest Coverage Ratio. The Borrower will not permit the Interest Coverage 

Ratio for the four prior consecutive Fiscal Quarters, calculated as of the last date of each Fiscal 

Quarter to be less than the ratio set forth below: 

Period Interest Coverage 

Ratio 

Period ending 1.15:1.00 December 31, 2015 

Period ending 1.15:1.00 March 3l, 2016 

Period ending 1.25: 1.00 June 30, 2016 

Period ending 1.50: 1.00 September 30, 2016 

Period ending 2.00: 1.00 December 31. 2016 

Period ending 2.00: 1.00 March 31, 2017 

Period ending 2.25: 1.00 June 30, 2017 

Period ending 2.50: 1.00 September 30, 2017 

Periods ending 3.00: 1.00 December 31, 2017 

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Period ending 3.00: 1.00 March 31, 2018 

Period ending June 30, 2018 3.25: 1.00 

Period ending September 30, 3.50: 1.00 2018 and thereafter 

(b) EBITDA. The Borrower will not permit its EBITDA to be less than: 

Period EBITDA 

January 1, 2013 — ($1,200,000.00) 

March 31, 2013 

January 31, 2013 — ($950,000.00) 

June 30, 2013 

January 31, 2013 — ($775,000.00) 

September 30, 2013 

January 31, 2013 — ($375,000.00) 

December 31, 2013 

From after January 1, 2014 this covenant shall be tested at the end of each Fiscal Quarter 

based on a period of the preceding four (4) consecutive Fiscal Quarters as follows: 

Period ending $25,000.00 

March 31, 2014 

Period ending $275,000.00 

June 30, 2014 

Period ending $800,000.00 

September 30, 2014 

Period ending $1,300,000.00 

December 31, 2014 

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Period ending 

March 31, 2015 

$1,700,000.00 

Period ending $1,900,000.00 

June 30, 2015 

Period ending $2,300,000.00 

September 30, 2015 

(c) Leverage . The Borrower's ratio of (x) EBITDA for the prior four (4) consecutive 

Fiscal Quarters to (y) the aggregate amount of principal outstanding on Term Loan A and the 

Revolving Loan on the date of calculation shall not be greater than: 

Period ending 12.50 to 1.00 

December 31, 2015 

Period ending 12.00 to 1.00 

March 31, 2016 

Period ending 9.00 to 1.00 

June 30, 2016 

Period ending 8.00 to 1.00 

September 30, 2016 

Period ending 6.00 to 1.00 

December 31, 2016 

Period ending 6.00 to 1.00 

March 31, 2017 

Period ending 5.00 to 1.00 

June 30, 2017 

Period ending 4.00 to 1.00 

September 30, 2017 

Period ending 3.50 to 1.00 

December 31, 2017 

Period ending 3.50 to 1.00 

March 31, 2018 

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Period ending 3.00 to 1.00 

June 30, 2018 

Period ending 2.50 to 1.00 

September 30, 2018 

Period ending 2.25 to 1.00 

December 31, 2018 

Period ending 2.25 to 1.00 

March 31, 2019 

Period ending 2.00 to 1.00 

June 30, 2019 

Period ending 1.75 to 1.00 

September 30, 2019 

Period ending 1.50 to 1.00 

December 31, 2019 

Period ending March 31, 2020 1.50 to 1.00 

Period ending June 30, 2020 1.25 to 1.00 

and thereafter 

(d) Capital Expenditures. Subject (in the case of Capitalized Lease Liabilities), to 

clause (c) ofSection 7.2.2 , the Borrower will not, and will not permit any of its Subsidiaries to, 

make or commit to make Capital Expenditures in any Fiscal Year which aggregate in excess of 

$500,000.00 for each Fiscal Year; provided that to the extent that the Borrower and its 

Subsidiaries do make or commit to make Capital Expenditures in an amount less than 

$500,000.00 in any Fiscal Year, the difference between the amount made or committed and 

$500,000.00 may be added to the amount of the cap in the next succeeding Fiscal Year. 

SECTION 7.2.5 Investments. The Borrower will not, and will not permit any of its 

Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other 

Person, except: 

(a) Investments existing on the Effective Date and identified in Item 7.2.5(a)of the 

Disclosure Schedule; 

(b) Cash Equivalent Investments; 

(c) Investments received in connection with the bankruptcy or reorganization of, or 

settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the 

ordinary course of business; 

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(d) Investments permitted as Capital Expenditures pursuant to Section 7.2.4(d); 

(e) Investments by way of contributions to capital or purchases of Capital Securities 

by the Borrower in any existing or newly created Subsidiary Guarantor or by any Subsidiary 

Guarantor in any other existing or newly created Subsidiary Guarantor or intercompany loans or 

advances from the Borrower to any existing or newly created Subsidiary Guarantor or from any 

Subsidiary Guarantor to the Borrower or any existing or newly created other Subsidiary 

Guarantor; 

(f) Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or 

(iii) deposits made in connection with the purchase price of goods or services, in each case in the 

ordinary course of business; 

(g) Investments consisting of any deferred portion of the sales price received by the 

Borrower or any Subsidiary in connection with any Disposition permitted under Section 7.2.10; 

(h) Hedging Obligations in respect of a notional amount not to exceed the aggregate 

outstanding principal amount of the Loans and a term not to exceed the Stated Maturity Date for 

Term Loans; and 

(i) other Investments in an amount not to exceed $500,000.00 from the Effective 

Date; 

provided, however, that 

(i) any Investment which when made complies with the requirements of the 

definition of the term "Cash Equivalent Investment" may continue to be held notwithstanding 

that such Investment if made thereafter would not comply with such requirements; 

(ii) no Investment otherwise permitted by clauses (d), or (h) shall be 

permitted to be made if any Default has occurred and is continuing or would result therefrom; 

and 

(iii) notwithstanding the foregoing neither the Borrower nor any of its 

Subsidiaries will make, incur, assume or permit to exist any Investment in any Foreign 

Subsidiary. 

SECTION 7.2.6 Restricted Payments, etc. The Borrower will not, and will not 

permit any of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for 

any Restricted Payment other than, for so long as the Borrower is a subchapter S corporation, 

distributions of the Borrower to its Shareholders in amounts sufficient to allow such 

Shareholders to make quarterly estimated tax payments in respect of their allocable shares of 

taxable income allocated to the shares of the Borrower, based on the highest effective federal and 

state income tax rates applicable to individuals resident in Colorado, taking into account the 

character of the income or gain; provided that the Borrower delivers a certificate to the Lender 

executed by an Authorized Officer certifying the amount of such Restricted Payment and how 

such amount was calculated in form and substance reasonably satisfactory to the Lender at least 

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five (5) Business Days prior (or such shorter period agreed to by the Lender) to the making of 

such Restricted Payment. 

SECTION 7.2.7 Compensation Restrictions. The Borrower will not, and will not 

permit any of its Subsidiaries to, pay salaries or compensation to officers, managers or directors 

of the Borrower or any of its Subsidiaries (or any of the Principal Shareholders and/or members) 

other than as commensurate with compensation policies immediately prior to the Effective Date. 

SECTION 7.2.8 Issuance of Capital Securities. The Borrower will not issue any 

Capital Securities (whether for value or otherwise) to any Person other than: (i) an arms length 

sale of Capital Securities by the Borrower for the purpose of raising capital to fund the working 

capital needs of the Borrower; provided that such issuance does not result in a Change in 

Control; or (ii) to the Shareholders of Borrower or its employees pursuant to an equity incentive 

plan. The Borrower will not permit its Subsidiaries to issue any Capital Securities unless such 

Capital Securities are issued to the Borrower and immediately upon the issuance of Capital 

Securities, such Capital Securities (other than those issued pursuant to an equity incentive plan or 

other similar compensation plan) must be pledged to the Lender for the benefit of the Lender 

pursuant to the Loan Documents. 

SECTION 7.2.9 Consolidation, Merger, etc. The Borrower will not, and will not 

permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, 

any other Person, or purchase or otherwise acquire all or substantially all of the assets of any 

Person (or any division thereof), except any Subsidiary Guarantor may liquidate or dissolve 

voluntarily into, and may merge with and into, the Borrower or any other Subsidiary Guarantor, 

and the assets or Capital Securities of any Subsidiary Guarantor may be purchased or otherwise 

acquired by the Borrower or any other Subsidiary Guarantor; provided, that in no event shall any 

Pledged Subsidiary consolidate with or merge with and into any other Pledged Subsidiary unless 

after giving effect thereto, the Lender shall have a perfected pledge of, and security interest in 

and to, at least the same percentage of the issued and outstanding interests of Capital Securities 

(on a fully diluted basis) of the surviving Person as the Lender had immediately prior to such 

merger or consolidation in form and substance satisfactory to the Lender and its counsel, 

pursuant to such documentation and opinions as shall be necessary in the opinion of the Lender 

to create, perfect or maintain the collateral position of the Lender therein. 

SECTION 7.2.10 Permitted Dispositions. The Borrower will not, and will not permit 

any of its Subsidiaries to, Dispose of any of the Borrower's or such Subsidiaries' assets 

(including accounts receivable and Capital Securities of Subsidiaries) to any Person in one 

transaction or series of transactions unless such Disposition is (a) inventory or obsolete, worn-out 

or surplus property Disposed of in the ordinary course of its business, (b) licensing of story 

rights, picture rights or movie rights in the ordinary course of business and consistent with past 

practice; or (c)(i) such Disposition is for fair market value, (ii) the cash component of the 

consideration for such Disposition is at least 50% of the purchase price, (iii) any note received in 

such Disposition is immediately endorsed and delivered to the Lender, and (iv) the Net 

Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2 

when received in cash. 

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SECTION 7.2.11 Transactions with Affiliates. Except as permitted by Section 7.2.6, 

the Borrower will not, and will not permit any of its Subsidiaries to, enter into or cause or permit 

to exist any arrangement, transaction or contract (including for the purchase, lease or exchange 

of property or the rendering of services) with any of its other Affiliates, unless such arrangement, 

transaction or contract (i) is on fair and reasonable terms no less favorable to the Borrower or 

such Subsidiary than it could obtain in an arm's-length transaction with a Person that is not an 

Affiliate and (ii) is of the kind which would be entered into by a prudent Person in the position of 

the Borrower or such Subsidiary with a Person that is not one of its Affiliates; provided that this 

Section shall not restrict transactions between the Borrower and any Subsidiary Guarantor or 

between Subsidiary Guarantors. 

SECTION 7.2.12 Restrictive Agreements, etc. The Borrower will not, and will not 

permit any of its Subsidiaries to, enter into any agreement prohibiting 

(a) the creation or assumption of any Lien upon its properties, revenues or assets, 

whether now owned or hereafter acquired; 

(b) the ability of any Obligor to amend or otherwise modify any Loan Document; or 

(c) the ability of any Subsidiary to make any payments, directly or indirectly, to the 

Borrower, including by way of dividends, advances, repayments of loans, reimbursements of 

management and other intercompany charges, expenses and accruals or other returns on 

investments. 

The foregoing prohibitions shall not apply to restrictions contained (i) in any Loan Document 

and (ii) in the case of clause (a), any agreement governing any Indebtedness permitted by clause 

of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness. 

SECTION 7.2.13 Sale and Leaseback. The Borrower will not, and will not permit 

any of its Subsidiaries to, directly or indirectly enter into any agreement or arrangement 

providing for the sale or transfer by it of any property (now owned or hereafter acquired) to a 

Person and the subsequent lease or rental of such property or other similar property from such 

Person. 

SECTION 7.2.14 Modification of Certain Agreements. The Borrower will not, and 

will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other 

modification of, or enter into any forbearance from exercising any rights with respect to the 

terms or provisions contained in, the Organic Documents of the Borrower or any of its 

Subsidiaries or the Operating Agreement if the result thereof would have an adverse effect on the 

Lender (it being agreed that any modification of any such Organic Document would not have an 

adverse effect on the Lender if such modification is made to effectuate a transaction otherwise 

permitted by the terms of any Loan Document). 

SECTION 7.2.15 No Material Adverse Change. The Borrower will not, and will not 

permit any of its Subsidiaries to, cause or permit to occur any change that has or may be 

reasonably expected to have a Material Adverse Effect. 

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ARTICLE VIII 

EVENTS OF DEFAULT 

SECTION 8.1 Listing of Events of Default. Each of the following events or 

occurrences described in this Article shall constitute an "Event of Default". 

SECTION 8.1 .1 Non-Payment of Obligations. The Borrower shall default in the 

payment or prepayment when due of 

(a) any principal of any Loan, or 

(b) any interest on any Loan, or any other monetary Obligation, and such default shall 

continue unremedied for a period of three Business Days after such amount was due. 

SECTION 8.1.2 Breach of Warranty. Any representation or warranty of any 

Obligor made or deemed to be made in any Loan Document (including any certificates delivered 

pursuant to Article V) is or shall be incorrect when made or deemed to have been made in any 

material respect. 

SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations. The 

Borrower shall default in the due performance or observance of any of its obligations under 

Article VII or any Obligor shall default in the due performance or observance of its obligations 

under (i) Article IV of the Subsidiary Guaranty (to the extent it incorporates by reference Section 

7.1.7 or Section 7.2), or (ii) Section 4.1, 4.2 or 4.6 of a Pledge and Security Agreement. 

SECTION 8.1.4 Non-Performance of Other Covenants and Obligations. Any 

Obligor shall default in the due performance and observance of any other agreement contained in 

any Loan Document executed by it and such default shall continue unremedied for a period of 45 

days after the earlier to occur of (i) notice thereof given to the Borrower by the Lender or (ii) the 

date on which any Obligor has Knowledge of such default. 

SECTION 8.1.5 Default on Other Indebtedness. A default shall occur in the 

payment, performance or observance of any obligation or condition with respect to any 

Indebtedness (other than Indebtedness described in Section 8.1.1) of the Borrower or any of its 

Subsidiaries or any other Obligor having a principal or stated amount, individually or in the 

aggregate. in excess of $500,000.00 and the effect of such default is to accelerate the maturity of 

any such Indebtedness. 

SECTION 8.1.6 Default under the Purchase Agreement. In the event that (a) there 

is a material misrepresentation by Borrower pursuant to Article IV of the Purchase Agreement or 

(b) Borrower shall be in default with respect to any covenant or any of its other obligations 

contained in the Purchase Agreement or any other agreements entered into in connection 

therewith, and as a result of such default, the Lender has the right to terminate the agreement and 

the transactions thereunder and to accelerate any remaining performance of the Borrower. 

SECTION 8.1.7 Judgments. Any judgment or order for the payment of money 

individually or in the aggregate in excess of $250,000.00 (exclusive of any amounts fully 

covered by insurance (less any applicable deductible) and as to which the insurer has 

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acknowledged its responsibility to cover such judgment or order) shall be rendered against the 

Borrower or any of its Subsidiaries or any other Obligor and such judgment shall not have been 

vacated or discharged or stayed or bonded pending appeal within 30 days after the entry thereof 

or enforcement proceedings shall have been commenced by any creditor upon such judgment or 

order. 

SECTION 8.1.8 Pension Plans. Any of the following events shall occur with 

respect to any Pension Plan: 

(a) the institution of any steps by the Borrower, any member of its Controlled Group 

or any other Person to terminate a Pension Plan if, as a result of such termination, the Borrower 

or any such member could be required to make a contribution to such Pension Plan, or could 

reasonably expect to incur a liability or obligation to such Pension Plan, in excess of 

$500,000.00; or 

(b) a contribution failure occurs with respect to any Pension Plan sufficient to give 

rise to a Lien under Section 302(f) of ERISA. 

SECTION 8.1.9 Change in Control. Any Change in Control shall occur. 

SECTION 8.1.10 Bankruptcy, Insolvency, etc. The Borrower, any of its Subsidiaries 

or any other Obligor shall 

(a) become insolvent or generally fail to pay, or admit in writing its inability or 

unwillingness generally to pay, debts as they become due; 

(b) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, 

sequestrator or other custodian for any substantial part of the property of any thereof, or make a 

general assignment for the benefit of creditors; 

(c) in the absence of such application, consent or acquiescence in or permit or suffer 

to exist the appointment of a trustee, receiver, sequestrator or other custodian for a substantial 

part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian 

shall not be discharged within sixty (60) days; provided, that the Borrower, each Subsidiary and 

each other Obligor hereby expressly authorizes Lender to appear in any court conducting any 

relevant proceeding during such sixty (60) day period to preserve, protect and defend their rights 

under the Loan Documents; 

(d) permit or suffer to exist the commencement of any bankruptcy, reorganization, 

debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any 

dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or 

proceeding is not commenced by the Borrower, any Subsidiary or any Obligor, such case or 

proceeding shall be consented to or acquiesced in by the Borrower, such Subsidiary or such 

Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 

sixty (60) days undismissed; provided, that the Borrower, each Subsidiary and each Obligor 

hereby expressly authorizes Lender to appear in any court conducting any such case or 

proceeding during such sixty (60) day period to preserve, protect and defend their rights under 

the Loan Documents; or 

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(e) take any action authorizing, or in furtherance of, any of the foregoing. 

SECTION 8.1.11 Impairment of Security, etc. Any Loan Document or any Lien 

granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, 

cease to be effective or cease to be the legally valid, binding and enforceable obligation of any 

Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any 

manner such effectiveness, validity, binding nature or enforceability; or, except as permitted 

under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to 

be a perfected first priority Lien (other than as otherwise permitted pursuant to Section 7.2.3). 

SECTION 8.1.12 Change in Management. The failure of Scott Tobias to continue as 

CEO of the Borrower; provided that in event that Scott Tobias (i) dies, (ii) is disabled to the 

extent that he cannot reasonably continue his duties or (iii) is terminated for "cause", the Board 

of Directors of the Borrower shall have not more than 90 days after such event to propose a 

successor acceptable to Lender in its sole discretion. 

SECTION 8.2 Action if Bankruptcy. If any Event of Default described in Section 

8.1.10 with respect to the Borrower shall occur, the Commitments (if not theretofore terminated) 

shall automatically terminate and the outstanding principal amount of all outstanding Loans and 

all other Obligations (including Reimbursement Obligations) shall automatically be and become 

immediately due and payable, without notice or demand to any Person. 

SECTION 8.3 Action if Other Event of Default. If any Event of Default shall 

occur for any reason, whether voluntary or involuntary, and be continuing, the Lender, shall by 

notice to the Borrower declare all or any portion of the outstanding principal amount of the 

Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore 

terminated) to be terminated, whereupon the Lender may cease making Revolving Loans and the 

full unpaid amount of all Loans and other Obligations shall become immediately due and 

payable, without further notice, demand or presentment, and/or, as the case may be, the 

Commitments shall terminate. Following the occurrence of an Event of Default, the Lender may 

take any action available to it under the Loan Documents, at law or in equity, to recover the 

Obligations due hereunder and, upon its election, obtain the appointment of a receiver to manage 

the affairs of the Borrower for the benefit of the Lender and creditors generally. The Borrower 

hereby waives any right that it may have to object to the appointment of a receiver and any such 

appointment shall be without bond or other collateral. 

ARTICLE IX 

MISCELLANEOUS PROVISIONS 

SECTION 9.1 Waivers, Amendments, etc. The provisions of each Loan 

Document may from time to time be amended, modified or waived, if such amendment, 

modification or waiver is in writing and consented to by the Borrower and the Lender. 

No failure or delay on the part of Lender in exercising any power or right under any Loan 

Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such 

power or right preclude any other or further exercise thereof or the exercise of any other power 

or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or 

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demand in similar or other circumstances. No waiver or approval by Lender under any Loan 

Document shall, except as may be otherwise stated in such waiver or approval, be applicable to 

subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar 

waiver or approval thereafter to be granted hereunder. 

SECTION 9.2 Notices, Time. All notices and other communications provided 

under each Loan Document shall be in writing or by facsimile and addressed, delivered or 

transmitted, if to the Borrower or Lender, at its address or facsimile number set forth below its 

signature in this Credit Agreement, or set forth in the Lender Assignment Agreement, or at such 

other address or facsimile number as may be designated by such party in a notice to the other 

parties. Any notice, if mailed and properly addressed with postage prepaid or if properly 

addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, 

if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof 

is received by the transmitter. Electronic mail and Internet and intranet websites may be used 

only to distribute routine communications, such as financial statements and other information as 

provided in Section 7.1.1, and to distribute Loan Documents for execution by the parties thereto, 

and may not be used for any other purpose, except with the consent of the Lender, and the 

Borrower acknowledges that the distribution of material through an electronic medium is not 

necessarily secure and that there are confidentiality and other risks associated with such 

distribution. The parties hereto agree that delivery of an executed counterpart of a signature page 

to this Credit Agreement and each other Loan Document by facsimile shall be effective as 

delivery of an original executed counterpart of this Credit Agreement or such other Loan 

Document. Unless otherwise indicated, all references to the time of a day in a Loan Document 

shall refer to Arizona time. 

SECTION 9.3 Indemnification. In consideration of the execution and delivery of 

this Credit Agreement by Lender, the Borrower hereby indemnifies, exonerates and holds Lender 

and its officers, directors, partners, employees and agents (collectively, the "Indemnified 

Parties") free and harmless from and against any and all actions, causes of action, suits, losses, 

costs, liabilities, obligations, claims and damages, and expenses incurred in connection therewith 

(irrespective of whether any such Indemnified Party is a party to the action for which 

indemnification hereunder is sought), including reasonable attorneys' fees and disbursements of 

outside counsel, whether incurred in connection with actions between or among the parties 

hereto or the parties hereto and third parties, incurred by the Indemnified Parties or any of them 

as a result of, or arising out of, or relating to the following (collectively, the "Indemnified 

Liabilities"): 

(a) the entering into and performance of any Loan Document by any of the 

Indemnified Parties (including any action brought by or on behalf of the Borrower as the result 

of any determination by the Lender pursuant to Article V not to fund any Credit Extension, 

provided that any such action is resolved in favor of such Indemnified Party); 

(b) any breach by any Obligor under any Lease after the Effective Date or failure by 

any Obligor to pay any Capitalized Lease Liabilities after the Effective Date; 

(c) any investigation, litigation or proceeding related to any acquisition or proposed 

acquisition by any Obligor or any Subsidiary thereof after the Effective Date of all or any portion 

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of the Capital Securities or assets of any Person, whether or not an Indemnified Party is party 

thereto; 

(d) any investigation, litigation or proceeding related to any environmental cleanup, 

audit, compliance or other matter relating to the protection of the environment (other than any 

investigation, litigation or proceeding related to any such matters occurring prior to the Effective 

Date) or the Release by any Obligor or any Subsidiary thereof of any Hazardous Material after 

the Effective Date; or 

(e) the presence on or under, or the escape, seepage, leakage, spillage, discharge, 

emission, or releases from, any real property owned or operated by any Obligor or any 

Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, 

costs, expenses or claims asserted or arising under any Environmental Law), regardless of 

whether caused by, or within the control of, such Obligor or Subsidiary, other than Hazardous 

Materials present, on or under, or that escaped, seeped, leaked, spilled, were discharged, emitted, 

or released from, any such real property which were disclosed in writing to the Lender prior to 

the Effective Date; 

except for Indemnified Liabilities arising for the account of a particular Indemnified Party by 

reason of the relevant Indemnified Party's gross negligence or wilful misconduct. 

The indemnification herein shall survive repayment of the Obligations and any transfer of the 

property of any Obligor or its Subsidiaries by foreclosure or by a deed in lieu of foreclosure for 

the Indemnified Liabilities described in Section 9.3(d) and , regardless of whether caused by, 

or within the control of, such Obligor or such Subsidiary. Each Obligor and its successors and 

assigns hereby waive, release and agree not to make any claim or bring any cost recovery action 

against, any Indemnified Party under CERCLA or any state equivalent, or any similar law now 

existing or hereafter enacted, except as permitted by the Purchase Agreement. It is expressly 

understood and agreed that to the extent that any Indemnified Party is strictly liable under any 

Environmental Laws for any Indemnified Liabilities, each Obligor's obligation to such 

Indemnified Party under this indemnity shall likewise be without regard to fault on the part of 

any Obligor with respect to the violation or condition which results in liability of an Indemnified 

Party. If any claim, demand, action or cause of action is asserted against any Indemnified Party, 

such Indemnified Party shall promptly notify the Borrower, but the failure to so promptly notify 

the Borrower shall not affect the Borrower's obligations under this Section unless such failure 

materially prejudices the Borrower's right to participate in the contest of such claim, demand, 

action or cause of action, as hereinafter provided. Such Indemnified Party may (and shall, if 

requested by the Borrower in writing) contest the validity, applicability and amount of such 

claim, demand, action or cause of action and shall permit the Borrower to participate in such 

contest. Any Indemnified Party that proposes to settle or compromise any claim or proceeding 

for which the Borrower may be liable for payment of indemnity hereunder shall give the 

Borrower written notice of the terms of such proposed settlement or compromise reasonably in 

advance of settling or compromising such claim or proceeding. In connection with any claim, 

demand, action or cause of action covered by this Section against more than one Indemnified 

Party, all such Indemnified Parties shall be represented by the same legal counsel (which may be 

a law firm engaged by the Indemnified Parties or attorneys employed by an hndemnified Party or 

a combination of the foregoing) selected by the Indemnified Parties; provided, that if such legal 

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counsel determines in good faith that representing all such Indemnified Parties would or could 

result in a conflict of interest under laws or ethical principles applicable to such legal counsel or 

that a defense or counterclaim is available to an Indemnified Party that is not available to all such 

Indemnified Parties, then to the extent reasonably necessary to avoid such a conflict of interest or 

to permit unqualified assertion of such a defense or counterclaim, each affected Indemnified 

Party shall be entitled to separate representation by legal counsel selected by that Indemnified 

Party, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of 

effort by counsel for all Indemnified Parties; and further provided that the Lender (as an 

Indemnified Party) shall at all times be entitled to representation by separate legal counsel 

(which may be a law firm or attorneys employed by the Lender or a combination of the 

foregoing). If and to the extent that the foregoing undertakings may be unenforceable for any 

reason, each Obligor agrees to make the maximum contribution to the payment and satisfaction 

each of the Indemnified Liabilities which is permissible under applicable law. In the event that 

any Obligor fails to make any payment due under this section within ten (10) days after such 

payment is due, such amount shall be added to the principal balance of the Term Loan A Note. 

This indemnity does not cover any matters arising from operations, conditions, Releases, or 

actions occurring prior to the Effective Date or after transfer of any property of the Borrower or 

its Subsidiaries by foreclosure or a deed in lieu of foreclosure. 

SECTION 9.4 Survival. The obligations of the Borrower under Sections 4.1 and 

9.3, shall in each case survive the occurrence of the Termination Date. The representations and 

warranties made by each Obligor in each Loan Document shall survive the execution and 

delivery of such Loan Document. 

SECTION 9.5 Severability. Any provision of any Loan Document which is 

prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, 

be ineffective to the extent of such prohibition or unenforceability without invalidating the 

remaining provisions of such Loan Document or affecting the validity or enforceability of such 

provision in any other jurisdiction. 

SECTION 9.6 Headings. The various headings of each Loan Document are 

inserted for convenience only and shall not affect the meaning or interpretation of such Loan 

Document or any provisions thereof. 

SECTION 9.7 Execution in Counterparts, Effectiveness, etc. This Agreement may 

be executed by the parties hereto in several counterparts, each of which shall be an original and 

all of which shall constitute together but one and the same agreement. This Agreement shall 

become effective when counterparts hereof executed on behalf of the Borrower and the Lender. 

SECTION 9.8 Governing Law; Entire Agreement. EACH LOAN DOCUMENT 

(EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL 

EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE 

INTERNAL LAWS OF THE STATE OF DELAWARE. The Loan Documents constitute the 

entire understanding among the parties hereto with respect to the subject matter thereof and 

supersede any prior agreements, written or oral, with respect thereto. 

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SECTION 9.9 Successors and Assigns. This Agreement shall be binding upon 

and shall inure to the benefit of the parties hereto and their respective successors and assigns; 

provided, however, (a) until the fourth anniversary of the Effective Date the consent of the 

Borrower shall be required for any assignment or transfer by Lender of more than fifty percent 

(50%) of its rights or obligations hereunder (in one or a series of transactions), and (b) the 

Borrower may not assign or transfer its rights or obligations hereunder without the consent of 

Lender. 

SECTION 9.10 Other Transactions. Nothing contained herein shall preclude 

Lender from engaging in any transaction, in addition to those contemplated by the Loan 

Documents, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is 

not restricted hereby from engaging with any other Person. 

SECTION 9.11 Forum Selection and Consent to Jurisdiction .Forum Selection and 

Consent to Jurisdiction . ANY LITIGATION BASED HEREON, OR ARISING OUT OF, 

UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF 

CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) 

OR ACTIONS OF THE LENDER, OR THE BORROWER IN CONNECTION HEREWITH 

OR THEREWITH MAY BE BROUGHT AT AND MAINTAINED IN THE COURTS OF THE 

STATE OF DELAWARE OR IN THE UNITED STATES DISTRICT COURT FOR THE 

DISTRICT OF DELAWARE;PROVIDED,HOWEVER, THAT ANY SUIT SEEKING 

ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE 

BROUGHT, AT THE LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION 

WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE 

BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY 

REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR 

WITHOUT THE STATE OF DELAWARE AT THE ADDRESS FOR NOTICES SPECIFIED 

INSECTION 9.2. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY 

WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH 

IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY 

SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND 

ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN 

INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR 

HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT 

OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, 

ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR 

OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER 

HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW 

SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN 

DOCUMENTS. 

SECTION 9.12 Waiver of July Trial . THE LENDER AND THE BORROWER 

HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE 

FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY I-IAVE TO A TRIAL 

BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, 

UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF 

CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) 

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LENDER OR THE BORROWER IN CONNECTION THEREWITH. THE BORROWER 

ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT 

CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH 

OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION 

IS A MATERIAL INDUCEMENT FOR THE LENDER AND ENTERING INTO THE LOAN 

DOCUMENTS. 

SECTION 9.13 Confidentiality . 

(a) Subject to the provisions of clause (b), Lender agrees that it is bound by the 

confidentiality provisions contain in Section 5.08 of the Purchase Agreement and such Section is 

incorporated herein by reference as if set forth in full. 

(b) The Borrower hereby acknowledges and agrees that Lender may share with any of 

its Subsidiaries, and such Subsidiaries may share with Lender, any information related to the 

Borrower or any of its Subsidiaries. 

[Signature pages follow.] 

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be 

executed by their respective officers thereunto duly authorized as of the day and year first above 

written. 

VOICE MEDIA GROUP, INC. 

as the Borrower 

_Name;— _ _Seot-t_Tobias-- — ---- 

Title: Chief Executive Officer 

and President 

Address: c/o Phoenix New Times, LLC 

1201 E. Jefferson St. 

Phoenix, AZ 85034 

Facsimile No.: (602) 532-7098 

Attention: Jeffrey Mars 

[Signature Page to Credit Agreement - Borrower] 

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BROADWAY CAPITAL CORE ;;LLC 

as the, Lender 

B Y / C (/1 6jJ 

(

. 

• 

None: James A. Larkin 

Title: I President j_ 

Address: c/o White and Williams, LLP 

One Penn Plaza, Suite 4110 

New York, New York 10119 

Facsimile No.: (212) 244-6200 

Attention: James A. Larkin 

[Signature Page to Credit Agreement - Lender] 

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