REGISTRATION AGREEMENTRegistration Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
This REGISTRATION AGREEMENT (this “Agreement”), dated as of October 21, 2011, is made by and among (i) Westwood One, Inc., a Delaware corporation (the “Corporation”), (ii) Triton Media Group, LLC, a Delaware limited liability company (“Triton Media” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Triton Media, “Triton”), and (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Gores Radio, “Gores”). Triton and Gores are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below.
Verge Media Companies, Inc. 15303 Ventura Boulevard, Suite 1500 Sherman Oaks, CA 91403Westwood One Inc /De/ • October 27th, 2011 • Services-amusement & recreation services • Delaware
Reference is hereby made to that certain Merger Agreement, dated as of July 30, 2011 (as modified by that certain letter agreement dated August 13, 2011 among the parties thereto, the "Merger Agreement”), by and among Westwood One, Inc. (“Parent”), Radio Network Holdings, LLC (“Merger Sub”), and Verge Media Companies, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement. In connection with the consummation of the transactions contemplated by the Merger Agreement, each of Parent, Merger Sub and the Company agrees as follows:
GUARANTY AND SECURITY AGREEMENT Dated as of October 21, 2011 among WESTWOOD ONE, INC., Each Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral AgentGuaranty and Security Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
GUARANTY AND SECURITY AGREEMENT, dated as of October 21, 2011, by Westwood One, Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
SECOND LIEN CREDIT AGREEMENT Dated as of October 21, 2011 among WESTWOOD ONE, INC., AS BORROWER THE LENDERS PARTY HERETO and CORTLAND CAPITAL MARKET SERVICES LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT and MACQUARIE CAPITAL (USA) INC., AS...Credit Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This Second Lien Credit Agreement, dated as of October 21, 2011, is entered into among WESTWOOD ONE, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below), CORTLAND CAPITAL MARKET SERVICES LLC (“Cortland”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and MACQUARIE CAPITAL (USA) INC. (“Macquarie”), as syndication agent (the “Syndication Agent”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Among WESTWOOD ONE, INC., GORES RADIO HOLDINGS, LLC AND CERTAIN OTHER INVESTORS Dated as of October 21, 2011Investor Rights Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of October 21, 2011, among Westwood One, Inc., a Delaware corporation (the “Company”), Gores Radio Holdings, LLC (“Gores”), and the other investors identified on Annex A hereto (the “Original Investor Stockholders”) and the parties executing a Joinder Agreement (as defined below) in accordance with the terms hereof.
SECOND LIEN GUARANTY AND SECURITY AGREEMENT Dated as of October 21, 2011 among WESTWOOD ONE, INC., Each Grantor From Time to Time Party Hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral AgentJoinder Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
SECOND LIEN GUARANTY AND SECURITY AGREEMENT, dated as of October 21, 2011, by Westwood One, Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of Cortland Capital Market Services LLC (“Cortland”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
CREDIT AGREEMENT Dated as of October 21, 2011 among WESTWOOD ONE, INC., AS BORROWER THE LENDERS AND L/C ISSUERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT and ING CAPITAL LLC, AS SYNDICATION...Credit Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This Credit Agreement, dated as of October 21, 2011, is entered into among WESTWOOD ONE, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below), the L/C Issuer (as defined below) GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING CAPITAL LLC, as syndication agent (the “Syndication Agent”).
AMENDMENT NO. 1 TO INDEMNITY AND CONTRIBUTION AGREEMENTIndemnity and Contribution Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
THIS AMENDMENT NO. 1 TO INDEMNITY AND CONTRIBUTION AGREEMENT (this “Amendment”) is made as of this 21st day of October, 2011, by and among Westwood One, Inc., a Delaware corporation (“WWON”), Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores”), Verge Media Companies, Inc., a Delaware corporation (“Verge”), and Triton Media Group, LLC, a Delaware limited liability company (the “DG Shareholder”), and shall amend the provisions of the Indemnity and Contribution Agreement, dated as of July 30, 2011, by and among the parties hereto (the “Original Agreement” and, as amended hereby, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed in the Original Agreement.
