SECURITY AGREEMENTSecurity Agreement • February 5th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York
SECURITY AGREEMENT (this “Agreement”) dated as of November 19, 2009, between JJ MEDIA INVESTMENT HOLDING LIMITED, a British Virgin Islands company (“Pledgor”) and CITIBANK, N.A., collateral agent for the Secured Parties (in such capacity as collateral agent, the “Collateral Agent”).
MARGIN LOAN AGREEMENT Dated as of November 13, 2009 among JJ MEDIA INVESTMENT HOLDING LIMITED, VARIOUS LENDERS and CITIBANK, N.A., as a Lender, Administrative Agent and Collateral AgentMargin Loan Agreement • February 5th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York
This MARGIN LOAN AGREEMENT (“Agreement”) is entered into as of November 13, 2009 by and among JJ MEDIA INVESTMENT HOLDING LIMITED, a British Virgin Islands company (the “Borrower”), the Lenders party hereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), as Collateral Agent (in such capacity, the “Collateral Agent”) and as a Lender.
PERSONAL GUARANTY OF JASON NANCHUN JIANGFocus Media Holding LTD • February 5th, 2010 • Services-advertising agencies • New York
GUARANTY (as the same may be amended, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of December 9, 2009 of Jason Nanchun Jiang (the “Guarantor”) in favor of Nomura Securities International, Inc., as the Agent, and the Lenders from time to time under (and, each, as defined in) the Margin Loan Agreement referred to below (the “Beneficiaries”).
CONTROL AGREEMENTControl Agreement • February 5th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York
Control Agreement, dated as of November 19, 2009, between CITIBANK, N.A., as collateral agent for the Secured Parties (in such capacity as collateral agent, the “Collateral Agent”); JJ Media Investment Holding Limited, an international business company organized and existing under the laws of the British Virgin Islands (“Pledgor”); and Citigroup Global Markets Inc. (“CGMI”).
ContractAgreement • February 5th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York
THIS AGREEMENT is made as of this 9th day of December, 2009 among JJ Media Investment Holding Limited, a British Virgin Islands company (“JJ Media”), Citibank, N.A. (“Citibank”) and Nomura Securities International, Inc. (“Nomura”).
NoteFocus Media Holding LTD • February 5th, 2010 • Services-advertising agencies
This Note is a Note referred to in the Margin Loan Agreement, dated as of December 9, 2009, between the Borrower, Nomura Securities International, Inc., as administrative agent and collateral agent, the Lender and various other lenders party thereto (as amended from time to time, the “Margin Loan Agreement”) and is subject to and entitled to the benefits thereof and of the other Loan Documents. This Note is secured as provided in the Loan Documents. This Note is subject to optional prepayment under the conditions set forth in Section 2.03(a) and mandatory prepayment under the conditions set forth in Sections 2.03(b) and 8.02, in each case, in whole or in part, prior to the Maturity Date on the terms and conditions provided in the Margin Loan Agreement. The Lender may record transactions on the Note on the Schedule hereto.
SUBSCRIPTION AGREEMENT between FOCUS MEDIA HOLDING LIMITED and JJ MEDIA INVESTMENT HOLDING LTD. Dated as of September 23, 2009Subscription Agreement • February 5th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of September 23, 2009, between Focus Media Holding Limited, a Cayman Islands company (the “Company”), and JJ Media Investment Holding Ltd., a British Virgin Islands company (the “Investor”).
CONTROL AGREEMENTControl Agreement • February 5th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York
Control Agreement, dated as of December 9, 2009, between NOMURA SECURITIES INTERNATIONAL, INC., as collateral agent for the Secured Parties (in such capacity as collateral agent, the “Collateral Agent”); JJ MEDIA INVESTMENT HOLDING LIMITED, an international business company organized and existing under the laws of the British Virgin Islands (“Pledgor”); and NOMURA SECURITIES INTERNATIONAL, INC., as securities intermediary (in such capacity, “Intermediary”).
NoteFocus Media Holding LTD • February 5th, 2010 • Services-advertising agencies
FOR VALUE RECEIVED, JJ Media Investment Holding Limited, a British Virgin Islands company (the “Borrower”), hereby promises to pay to Citibank, N.A. (the “Lender”), in lawful money of the United States of America, on the Maturity Date the principal sum of [***] ([***]) or, if less, the aggregate principal amount outstanding of the Loans made by the Lender to the Borrower under the Margin Loan Agreement specified below and then outstanding, as evidenced on the books and records of the Lender. The Borrower also promises to pay interest on the outstanding unpaid principal amount hereof in like money, from the date hereof until such unpaid principal is paid in full, at the rates, at the times and in the manner provided in the Margin Loan Agreement (as defined herein) as well as all other amounts payable thereunder by the Borrower. This Note is a Note referred to in the Margin Loan Agreement, dated as of November 13, 2009, between the Borrower, Citibank, N.A., as administrative agent and co
