AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
AS SYNDICATION AGENT
AS SOLE LEAD ARRANGER AND SOLE LEAD BOOKRUNNER
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ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS | 1 | |||
Section 1.1 Defined Terms | 1 | |||
Section 1.2 UCC Terms | 31 | |||
Section 1.3 Accounting Terms and Principles | 31 | |||
Section 1.4 Payments | 31 | |||
Section 1.5 Interpretation | 32 | |||
ARTICLE 2 THE TERM LOANS | 33 | |||
Section 2.1 The Commitments | 33 | |||
Section 2.2 Borrowing Procedures | 33 | |||
Section 2.3 [Reserved] | 33 | |||
Section 2.4 [Reserved] | 33 | |||
Section 2.5 Termination of the Commitments | 33 | |||
Section 2.6 Repayment of Term Loans | 33 | |||
Section 2.7 Optional Prepayments | 33 | |||
Section 2.8 Mandatory Prepayments | 34 | |||
Section 2.9 Interest | 35 | |||
Section 2.10 Conversion and Continuation Options | 36 | |||
Section 2.11 Fees | 36 | |||
Section 2.12 Application of Payments; Prepayment Premium | 36 | |||
Section 2.13 Payments and Computations | 37 | |||
Section 2.14 Evidence of Debt | 38 | |||
Section 2.15 Suspension of Eurodollar Rate Option | 40 | |||
Section 2.16 Breakage Costs; Increased Costs; Capital Requirements | 40 | |||
Section 2.17 Taxes | 42 | |||
Section 2.18 Substitution of Lenders | 45 | |||
ARTICLE 3 CONDITIONS TO TERM LOANS | 46 | |||
Section 3.1 Conditions Precedent to Term Loans | 46 | |||
Section 3.2 Determinations of Borrowing Conditions | 50 | |||
ARTICLE 4 REPRESENTATIONS AND WARRANTIES | 51 | |||
Section 4.1 Corporate Existence; Compliance with Law | 51 | |||
Section 4.2 Loan and Related Documents | 51 | |||
Section 4.3 Ownership of Group Members | 52 | |||
Section 4.4 Financial Statements | 52 | |||
Section 4.5 Material Adverse Effect | 53 | |||
Section 4.6 Solvency | 53 | |||
Section 4.7 Litigation | 53 | |||
Section 4.8 Taxes | 54 | |||
Section 4.9 Use of Proceeds; Margin Regulations | 54 | |||
Section 4.10 No Burdensome Obligations; No Defaults | 54 | |||
Section 4.11 Investment Company Act, Etc. | 54 | |||
Section 4.12 Labor Matters | 55 |
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Section 4.13 ERISA | 55 | |||
Section 4.14 Environmental Matters | 55 | |||
Section 4.15 Intellectual Property | 56 | |||
Section 4.16 Title; Real Property | 56 | |||
Section 4.17 Full Disclosure | 56 | |||
Section 4.18 Patriot Act | 57 | |||
Section 4.19 Mortgages | 57 | |||
Section 4.20 Insurance | 57 | |||
Section 4.21 Collateral Documents | 57 | |||
Section 4.22 Compliance with OFAC Rules and Regulations | 57 | |||
Section 4.23 Brokers’ Fees; Transaction Fees | 57 | |||
Section 4.24 Acquisition Documentation | 58 | |||
ARTICLE 5 FINANCIAL COVENANTS | 58 | |||
Section 5.1 Maximum Consolidated Leverage Ratio | 58 | |||
Section 5.2 Minimum Consolidated Interest Coverage Ratio | 59 | |||
Section 5.3 Capital Expenditures | 59 | |||
ARTICLE 6 REPORTING COVENANTS | 60 | |||
Section 6.1 Financial Statements | 60 | |||
Section 6.2 Other Events | 62 | |||
Section 6.3 Copies of Notices and Reports | 63 | |||
Section 6.4 Taxes | 63 | |||
Section 6.5 Labor Matters | 63 | |||
Section 6.6 ERISA Matters | 63 | |||
Section 6.7 Environmental Matters | 64 | |||
Section 6.8 Other Information | 64 | |||
ARTICLE 7 AFFIRMATIVE COVENANTS | 64 | |||
Section 7.1 Maintenance of Corporate Existence | 64 | |||
Section 7.2 Compliance with Laws, Etc. | 64 | |||
Section 7.3 Payment of Obligations | 64 | |||
Section 7.4 Maintenance of Property | 65 | |||
Section 7.5 Maintenance of Insurance | 65 | |||
Section 7.6 Keeping of Books | 65 | |||
Section 7.7 Access to Books and Property; Annual Meetings | 65 | |||
Section 7.8 Environmental | 66 | |||
Section 7.9 Use of Proceeds | 66 | |||
Section 7.10 Additional Collateral and Guaranties | 67 | |||
Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts | 68 | |||
Section 7.12 Interest Rate Contracts | 68 | |||
Section 7.13 Landlord and Mortgagee Agreements | 68 | |||
Section 7.14 Credit Rating | 69 | |||
Section 7.15 Post-Closing | 69 |
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ARTICLE 8 NEGATIVE COVENANTS | 69 | |||
Section 8.1 Indebtedness | 69 | |||
Section 8.2 Liens | 71 | |||
Section 8.3 Investments | 72 | |||
Section 8.4 Asset Sales | 73 | |||
Section 8.5 Restricted Payments | 75 | |||
Section 8.6 Prepayment of Indebtedness | 75 | |||
Section 8.7 Fundamental Changes | 76 | |||
Section 8.8 Change in Nature of Business | 76 | |||
Section 8.9 Transactions with Affiliates | 77 | |||
Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments | 77 | |||
Section 8.11 Modification of Certain Documents | 78 | |||
Section 8.12 Accounting Changes; Fiscal Year | 78 | |||
Section 8.13 Margin Regulations | 78 | |||
Section 8.14 Compliance with ERISA | 78 | |||
Section 8.15 Hazardous Materials | 78 | |||
Section 8.16 Compliance with Anti-Terrorism Laws | 78 | |||
ARTICLE 9 EVENTS OF DEFAULT | 79 | |||
Section 9.1 Definition | 79 | |||
Section 9.2 Remedies | 81 | |||
Section 9.3 [Reserved] | 81 | |||
Section 9.4 Governmental Approvals | 82 | |||
Section 9.5 Borrower’s Right to Cure | 82 | |||
ARTICLE 10 THE AGENTS | 83 | |||
Section 10.1 Appointment and Duties | 83 | |||
Section 10.2 Binding Effect | 84 | |||
Section 10.3 Use of Discretion | 84 | |||
Section 10.4 Delegation of Rights and Duties | 85 | |||
Section 10.5 Reliance and Liability | 85 | |||
Section 10.6 Agents Individually | 86 | |||
Section 10.7 Lender Credit Decision | 86 | |||
Section 10.8 Expenses; Indemnities | 86 | |||
Section 10.9 Resignation of Agents | 87 | |||
Section 10.10 Release of Collateral or Guarantors | 89 |
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ARTICLE 11 MISCELLANEOUS | 89 | |||
Section 11.1 Amendments, Waivers, Etc. | 89 | |||
Section 11.2 Assignments and Participations; Binding Effect | 91 | |||
Section 11.3 Costs and Expenses | 95 | |||
Section 11.4 Indemnities | 96 | |||
Section 11.5 Survival | 97 | |||
Section 11.6 Limitation of Liability for Certain Damages | 97 | |||
Section 11.7 Lender-Creditor Relationship | 97 | |||
Section 11.8 Right of Setoff | 97 | |||
Section 11.9 Sharing of Payments, Etc. | 98 | |||
Section 11.10 Marshaling; Payments Set Aside | 98 | |||
Section 11.11 Notices | 98 | |||
Section 11.12 Electronic Transmissions | 99 | |||
Section 11.13 Governing Law | 100 | |||
Section 11.14 Jurisdiction | 101 | |||
Section 11.15 Waiver of Jury Trial | 101 | |||
Section 11.16 Severability | 101 | |||
Section 11.17 Execution in Counterparts | 101 | |||
Section 11.18 Entire Agreement | 101 | |||
Section 11.19 Use of Name | 102 | |||
Section 11.20 Non-Public Information; Confidentiality | 102 | |||
Section 11.21 Actions in Concert | 103 | |||
Section 11.22 Patriot Act Notice | 103 | |||
Section 11.23 Intercreditor Agreement | 103 |
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Schedule I | Commitments | |
Schedule 1.1A | Certain EBITDA Adjustments — Broadcast Cash Flow | |
Schedule 1.1B | Certain EBITDA Adjustments — Non-Broadcast Cash Flow | |
Schedule 4.2 | Permits and Consents | |
Schedule 4.3 | Guarantors; Ownership of Group Members; Jurisdiction of Organization; Chief Executive Office | |
Schedule 4.7 | Litigation | |
Schedule 4.8 | Tax Matters | |
Schedule 4.12 | Labor Matters | |
Schedule 4.13 | ERISA | |
Schedule 4.14 | Environmental Matters | |
Schedule 4.16 | Mortgages | |
Schedule 8.1 | Indebtedness | |
Schedule 8.2 | Liens | |
Schedule 8.3 | Investments | |
Schedule 8.9 | Transactions with Affiliates | |
Schedule 8.10 | Restrictive Contractual Obligations |
Exhibit A | Form of Assignment | |
Exhibit B | Form of Note | |
Exhibit C | Form of Notice of Borrowing | |
Exhibit D | Form of Notice of Conversion or Continuation | |
Exhibit E | Form of Compliance Certificate | |
Exhibit F | Form of Guaranty and Security Agreement | |
Exhibit G | Form of Sponsor PIK Note | |
Exhibit H | Form of Solvency Certificate | |
Exhibit I | Form of Affiliated Lender Assignment | |
Exhibit J | Form of Intercompany Subordination Provisions | |
Exhibit K-1 | Form of Series A Preferred Stock | |
Exhibit K-2 | Form of Series B Preferred Stock |
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DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
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THE TERM LOANS
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ABA No.: | 071-000-288 | |||
Account Number: | 2324986 | |||
Bank: | Harris Bank N.A. | |||
Account Name: | Cortland Capital Market Services | |||
Reference: | Westwood One | |||
Attn: | Mike Fredian |
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CONDITIONS TO TERM LOANS
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REPRESENTATIONS AND WARRANTIES
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FINANCIAL COVENANTS
MAXIMUM | ||||
CONSOLIDATED | ||||
FISCAL QUARTER ENDING | LEVERAGE RATIO | |||
March 31, 2012 | 5.60 to 1 | |||
June 30, 2012 | 6.20 to 1 | |||
September 30, 2012 | 5.80 to 1 | |||
December 31, 2012 | 5.45 to 1 | |||
March 31, 2013 | 4.95 to 1 | |||
June 30, 2013 | 4.85 to 1 | |||
September 30, 2013 | 4.75 to 1 | |||
December 31, 2013 | 4.70 to 1 | |||
March 31, 2014 | 4.35 to 1 | |||
June 30, 2014 | 4.30 to 1 | |||
September 30, 2014 | 4.20 to 1 | |||
December 31, 2014 | 4.15 to 1 | |||
March 31, 2015 | 3.75 to 1 | |||
June 30, 2015 | 3.65 to 1 | |||
September 30, 2015 | 3.50 to 1 | |||
December 31, 2015 | 3.40 to 1 | |||
March 31, 2016 | 3.05 to 1 | |||
June 30, 2016 | 2.90 to 1 | |||
September 30, 2016 | 2.80 to 1 | |||
December 31, 2016 | 2.70 to 1 | |||
March 31, 2017 | 2.70 to 1 | |||
June 30, 2017 and thereafter | 2.70 to 1 |
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MINIMUM CONSOLIDATED | ||||
FISCAL QUARTER ENDING | INTEREST COVERAGE RATIO | |||
March 31, 2012 | 1.80 to 1 | |||
June 30, 2012 | 1.65 to 1 | |||
September 30, 2012 | 1.75 to 1 | |||
December 31, 2012 | 1.80 to 1 | |||
March 31, 2013 | 1.95 to 1 | |||
June 30, 2013 | 2.00 to 1 | |||
September 30, 2013 | 2.05 to 1 | |||
December 31, 2013 | 2.05 to 1 | |||
March 31, 2014 | 2.10 to 1 | |||
June 30, 2014 | 2.10 to 1 | |||
September 30, 2014 | 2.15 to 1 | |||
December 31, 2014 | 2.15 to 1 | |||
March 31, 2015 | 2.15 to 1 | |||
June 30, 2015 | 2.20 to 1 | |||
September 30, 2015 | 2.25 to 1 | |||
December 31, 2015 | 2.30 to 1 | |||
March 31, 2016 | 2.35 to 1 | |||
June 30, 2016 | 2.45 to 1 | |||
September 30, 2016 | 2.50 to 1 | |||
December 31, 2016 | 2.60 to 1 | |||
March 31, 2017 | 2.60 to 1 | |||
June 30, 2017 and thereafter | 2.60 to 1 |
MAXIMUM CAPITAL | ||||
FISCAL YEAR ENDING | EXPENDITURES | |||
Fiscal Year 2012 | $ | 5,300,000 | ||
Fiscal Year 2013 | $ | 5,300,000 | ||
Fiscal Year 2014 | $ | 5,300,000 | ||
Fiscal Year 2015 | $ | 5,300,000 | ||
Fiscal Year 2016 | $ | 5,300,000 | ||
Fiscal Year 2017 | $ | 5,300,000 |
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REPORTING COVENANTS
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AFFIRMATIVE COVENANTS
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NEGATIVE COVENANTS
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EVENTS OF DEFAULT
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THE AGENTS
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MISCELLANEOUS
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WESTWOOD ONE, INC., | ||||||||
AS BORROWER | ||||||||
By: | /s/ Spencer Brown | |||||||
Name: | Spencer Brown | |||||||
Title: | Chief Executive Officer | |||||||
CORTLAND CAPITAL MARKET SERVICES LLC, | ||||||||
AS ADMINISTRATIVE AGENT | ||||||||
By: | /s/ Jessica J. Mead | |||||||
Name: | Jessica J. Mead | |||||||
Title: | General Counsel | |||||||
MACQUARIE CAPITAL (USA) INC., | ||||||||
AS SYNDICATION AGENT | ||||||||
By: | /s/ Brian Pope | |||||||
Name: | Brian Pope | |||||||
Title: | Managing Director | |||||||
By: | /s/ T. Morgan Edwards II | |||||||
Name: | T. Morgan Edwards II | |||||||
Title: | Managing Director |
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MIHI LLC | ||||||||
By: | /s/ Andrew Underwood | |||||||
Name: | Andrew Underwood | |||||||
Title: | Authorized Signatory | |||||||
By: | /s/ Andy Stock | |||||||
Name: | Andy Stock | |||||||
Title: | Authorized Signatory |
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Period Ending | Add-Back Amount (000s)* | |||
September 30, 2011 | $ | 23,804 | ||
December 31, 2011 | $ | 23,804 | ||
March 31, 2012 | $ | 20,494 | ||
June 30, 2012 | $ | 15,032 | ||
September 30, 2012 | $ | 7,786 | ||
December 31, 2012 | $ | 0 |
* | The add-back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiii) of Consolidated EBITDA shall be $23,804,000. |
SCHEDULE 1.1A-1
Period Ending | Add-Back Amount (000s)* | |||
September 30, 2011 | $ | 1,744,000 | ||
December 31, 2011 | $ | 1,744,000 | ||
March 31, 2012 | $ | 1,476,000 | ||
June 30, 2012 | $ | 1,073,000 | ||
September 30, 2012 | $ | 537,000 | ||
December 31, 2012 | $ | 0 |
* | The add back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiv) of Consolidated EBITDA shall be $1,744,000. |
SCHEDULE 1.1B-1
Permits, Consents and Notices
Ownership of Group Members
Number | ||||||||||
and | ||||||||||
Percentage | ||||||||||
of | ||||||||||
Outstanding | ||||||||||
Shares | ||||||||||
Number of | Owned, | |||||||||
Number of | Outstanding | directly or | ||||||||
Jurisdiction of | Shares of | Shares as of | indirectly, | |||||||
Incorporation or | Authorized | the Closing | by | |||||||
Name | Organization | Stock | Date | Borrower | ||||||
Westwood One, Inc. | Delaware | 5,000,000,000 Class A Common Stock 35,000,000 Class B Common Stock 200,000 Preferred Stock, of which 20,000 is Series A Preferred Stock | 22,637,975 Class A Common Stock 34,237,638 Class B Common Stock 9,691.374 Series A Preferred Stock | N/A | ||||||
WESTWOOD ONE PROPERTIES, INC. | Delaware | 1,000 | 1,000 | 100 | % | |||||
Westwood One Stations — NYC, Inc. | Delaware | 1,000 | 100 | 100 | % | |||||
WESTWOOD ONE RADIO, INC. | California | 10,000 Common Stock 100,000 Preferred Stock | 120 common 0 preferred | 100 N/A | % | |||||
Westwood One Radio Networks, Inc. | Delaware | 1,000 | 1,000 | 100 | % | |||||
Westwood National Radio Corporation | Delaware | 1,000 | 100 | 100 | % | |||||
Verge Media Companies, LLC | Delaware | N/A | N/A | 100 | % | |||||
Verge Media Group Holdings, Inc. | Delaware | 1,000 | 100 | 100 | % |
Number | ||||||||||
and | ||||||||||
Percentage | ||||||||||
of | ||||||||||
Outstanding | ||||||||||
Shares | ||||||||||
Number of | Owned, | |||||||||
Number of | Outstanding | directly or | ||||||||
Jurisdiction of | Shares of | Shares as of | indirectly, | |||||||
Incorporation or | Authorized | the Closing | by | |||||||
Name | Organization | Stock | Date | Borrower | ||||||
Verge Media Intermediate Holdings, Inc. | Delaware | 1,000 | 100 | 100 | % | |||||
Verge Media, Inc. | Delaware | 1,000 | 100 | 100 | % | |||||
Verge Media Solutions, LLC | Delaware | N/A | N/A | 100 | % | |||||
Excelsior Radio Networks, LLC | Delaware | N/A | N/A | 100 | % | |||||
EXBT, LLC | Delaware | N/A | N/A | 100 | % | |||||
Dial Communications Global Media, LLC | Delaware | N/A | N/A | 100 | % | |||||
RDG EXCELSIOR HOLDINGS, LLC | Delaware | N/A | N/A | 100 | % | |||||
Triton Network Group, LLC | Colorado | N/A | N/A | 100 | % | |||||
ExcelsiorTM, Inc. | Delaware | 1,000 | 1,000 | 100 | % | |||||
Triton Media Networks, LLC | Colorado | N/A | N/A | 100 | % | |||||
Triton Radio Network Ventures, LLC | Colorado | N/A | N/A | 100 | % | |||||
JPN, LLC | Colorado | N/A | N/A | 100 | % | |||||
Triton Radio Holdings, LLC | Colorado | N/A | N/A | 100 | % | |||||
Triton MediaAmerica, Inc. | New York | 100 | 100 | 100 | % | |||||
Triton Radio Networks, LLC | Colorado | N/A | N/A | 100 | % | |||||
American Comedy Network, LLC | Colorado | N/A | N/A | 100 | % |
Number and | ||||||||
Percentage of | ||||||||
Outstanding | ||||||||
Shares Owned, | ||||||||
Jurisdiction of | directly or | |||||||
Name of Joint | Incorporation or | Number of Shares of | indirectly, by | |||||
Venture | Organization | Authorized Stock | Borrower | |||||
View 2 Records, LLC | Colorado | N/A | 50 | % | ||||
U.S.A. Biker Nation Radio Programming, LLC | Colorado | N/A | 50 | % | ||||
SRLP, L.P. | Delaware | N/A | ~ 15 | % | ||||
POP Radio LP | Delaware | N/A | 20 | % |
Number and | ||||||||
Percentage of | ||||||||
Outstanding | ||||||||
Shares Owned, | ||||||||
Jurisdiction of | directly or | |||||||
Name of Joint | Incorporation or | Number of Shares of | indirectly, by | |||||
Venture | Organization | Authorized Stock | Borrower | |||||
Ex-Band Syndications, Inc. | Nevada | 25,000,000 Common Stock 300,000 Series A Convertible Preferred Stock | ~15% total equity | |||||
VoodooVox, Inc. | Delaware | 16,000,000 Common Stock 11,465,413 Preferred Stock | Less than 5% total equity | |||||
Clancy Productions, LLC | Texas | N/A | 25 | % |
1. | Agreement between Westwood One, Inc. and Local 1200 of the International Brotherhood of Electrical Workers (IBEW) — Washington, D.C. |
2. | Agreement between the American Federation of Television and Radio Artists (AFTRA) and Westwood One, Inc.- Newscasters |
3. | Agreement between the American Federation of Television and Radio Artists (AFTRA) and Westwood One, Inc.- News Editors, Sports Audio Journalists, Sports Associate Producers |
4. | Contract for Staff Announcers by and between Excelsior Radio Networks, LLC and American Federation of Television and Radio Artists dated January 1, 2011 |
5. | Contract for Engineers by and between Excelsior Radio Networks, LLC and American Federation of Television and Radio Artists dated August 1, 2010 |
Environmental Matters
Record Owner | Property | |
Douglas Emmett 1997, LLC | 11812 San Vincente Blvd., 3rd Floor, Los Angeles, CA 90049* | |
Parkway 233 North Michigan, LLC | 233 North Michigan Ave., Chicago, IL 60601* | |
Holualoa Paragon E & R, LLC an Arizona Limited Liability Company | 25070 W. Avenue Stanford, Valencia, CA 91355* | |
SFX Entertainment, Inc., d/b/a Clear Channel Entertainment | 220 W 42nd St., 3rd, 4th & 14th Floor, New York, NY 10036 | |
Stanton Development Corporation | 660 Pennsylvania, Ave, Suite 303, Washington, DC 20003 | |
Highlands Square Center, LTD | 8500 & 8250 S. Akron Street Suite 103, 201, 202, 203, 204, 205 & 206, Centennial, CO 80112* | |
BREOF AIP Dallas LP | 2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234* | |
BREOF AIP Dallas LP | 2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234 — Warehouse Space* | |
Selig Real Estate Holdings Fifteen | 3131 Elliot Ave, Suite 771 Seattle, WA 98121* | |
DOLP 1133 Properties, LLC | 1133 Avenue of Americas, 13th Floor, New York, NY 10036* | |
McGhee Holdings, LLC | 21 Music Square, Nashville, TN 37203* | |
Imperial Ave Holdings, LLC | 25 Imperial Ave, Westport, CT 06881* |
Record Owner | Property | |
Donna Geraci and Martin Edo | 91-93 River Street, Milford, CT 06460* | |
295 Main St., Offices 1088B, 1090 & 1092, Buffalo, NY 14203* | ||
300 Buttermilk Pike, St 334 (1st floor), Ft. Mitchell, KY 41017* | ||
15303 Ventura Blvd., Suite 1500, Sherman Oaks, CA 91403* | ||
MDC Properties, Inc. | 470 3rd Street, Ste #200, 201 & 205, San Francisco, CA 94107* | |
CBS News, Inc. | 2000 M Street, NW, Washington, DC | |
CBS Broadcasting, Inc. | 524 West 57th Street, New York, NY | |
CBS Broadcasting, Inc. | 2020 M Street, N.W., Washington, D.C. | |
NLC Lindblade | 8944 Lindblade Street, Culver City, Los Angeles, CA 90232 | |
NLC Lindblade | 8965 Lindblade Street, Culver City, Los Angeles, CA 90232 | |
NLC Lindblade | 8935 Lindblade Street, Culver City, Los Angeles, CA 90232 | |
Route 20/20, LLC Paragon Business Center | 430 East Genesee Street, Syracuse, NY 13202 25061 W. Avenue Stanford, Suite 130, Valencia, CA | |
Paragon Business Center | 25061 W. Avenue Stanford, Suite 100, Valencia, CA | |
Marsh & McLennan Companies, Inc. | 1166 Avenue of the Americas, 10th Floor, New York, NY 10036 | |
Merit Albuquerque Limited Partnership | 1601 Randolph SE, Albuquerque, NM 87106 | |
OTR | 1701 Directors Blvd., Austin, TX 78744 | |
Lexington Charles Limited Partnership | 201 North Charles Street, Baltimore, MD 21202 (Buyout obtained) | |
Homewood Plaza, LLC | 3125 Independence Drive, Birmingham, AL 35209 | |
FSP Park Seneca Limited Partnership | 1515 Mockingbird Lane, Charlotte, NC 28209 | |
Duke Realty Partnership | 312 Plum Street, Suite 910, Cincinnati, OH 45202 | |
Independence Tower, Ltd | 5755 Granger Road, Independence, OH 44131 |
Record Owner | Property | |
Executive Tower of Colorado Springs, LLC | 2864 South Circle Drive, Colorado Springs, CO 80906 | |
Continent Commercial 1 LLC | 6230 Busch Blvd., Suite 490, Columbus, OH 43229 | |
Liberty Property Limited Partnership | 200 Centreport Drive, Suite 175, Greensboro, NC 27409 | |
Northland Goodwin, LLC | 225 Asylum Street, Hartford, CT 06103 | |
Marian H. King | 309 Third Street, New Cumberland, PA 17070 | |
Breof Castleton Park Reo LLC | 6081 E. 82nd Street, Indianapolis, IN 46250 | |
South Shore Group Partners, LLC | 841 Prudential Drive, Jacksonville, FL 32207 | |
Highwoods Realty Limited Partnership | 4330 Shawnee Mission Pkwy, Fairway, KS | |
Cameron Court | 4290 Cameron Street, Suite #1, Las Vegas, NV 89103 | |
One Financial Center | One Financial Plaza, Little Rock, AK 72211 | |
Kaden-T Limited Parnership | 6100 Dutchmans Lane, Louisville, KY 40205 | |
Nonconnah Holdings, LLC | 2600 Nonconnah Blvd., Memphis, TN 38132 | |
Towne Realty, Inc. | 633 W. Wisconsin Avenue, Milwaukee, WI 53203 | |
CSM Investors, Inc. | Gateway Business Center, 2100-2140 County Road C West, Roseville, MN 55113 | |
GNL Mobile, LLC | 851 East I-65 Service Rd. South, Mobile, AL 36616 | |
Ernest G. Herman, Trustee, c/o Mission Property Company | 5556 Franklin Road, Nashville, TN 37220 | |
Winter Park Financial Center LLC | 631 S. Orlando Avenue, Suite 100, Winter Park, FL 32789 |
Record Owner | Property | |
Greentree Parkway Associates, LP | Seven Parkway Center, Pittsburgh, PA 15220 | |
One Pacific Square CF, LLC | 220 NW Second Avenue, Portland, OR 97209 | |
CB Westchase, INC. | 4020 WestChase Blvd., Raleigh, NC 27607 | |
World Savings Bank, FSB | 1510 Arden Way, Sacramento, CA 95815 | |
THF 8251 Maryland Development, LLC | 8251 Maryland Avenue, Clayton, MO 63105 | |
Security National Life Insurance Company | 5300 South 360 West, Suite 300, Murray, UT 84123 | |
The Catholic Life Insurance Building | 1635 NE Loop 410, San Antonio, TX 78209 | |
The Hearn Company | 591 Camino De La Reina, Suite 525, San Diego, CA 92108 | |
Cherry Hill Orchards Or Wenatchee, LLC | 1522 Washington Street, Suite 209, Spokane, WA 99201 | |
State Tower Of Syracuse Associates LLC | 109 South Warren Street, Syracuse, NY 13202 | |
CCMH Tampa AP LLC d/b/a Tampa Airport Marriott Hotel | Tampa Airport Marriott Hotel, Tampa International Airport, Second Floor, Suite A-3 of the Hotel-Office Complex, Hillsborough County, Tampa, FL 33607 | |
Belvedere Investment Associates LLC | 1601 Belvedere Road, West Palm Beach, FL 33406 | |
Regent Business Centers San Francisco, LLC | 555 California Street, 3rd Floor, San Francisco, CA 94104 | |
Corporate Office Centers | 11330 Lakefield Drive, Building Two, Suite 200, Duluth, GA 30097 | |
Meridian Business Centers-Office-Partners, LP | 320 Decker Drive, 1st Floor, Irving, TX 75062 |
Record Owner | Property | |
Beck Office Center, LLC | 28345 Beck Road, Suite 100, Wixom, MI 48393 | |
CBS Broadcasting, Inc. (original lease is between CBS Broadcasting, Inc. and GD 22 W. Washington LLC) | 22 West Washington Street, Chicago, IL 60602 | |
DB Consulting Group, Inc. | 8455 Colesville Road, Suite 800, Silver Spring, MD 20910 |
* | Subleased property; record owner unknown. |
1. | As indicated below: |
Letter of Credit | ||||||||
Bank | ID Number | Beneficiary | Amount | |||||
Wells Fargo Bank, N.A. | 00651048 | Marsh & McLennan Companies, Inc. | $ | 1,000,000.00 | ||||
Wells Fargo Bank, N.A. | 00652468 | NLC-Lindblade, LLC | $ | 218,889.00 | ||||
Bank of America, N.A. | 585744 | SFX Entertainment | $ | 763,120.23 | 1 |
2. | The Sale Leaseback Transaction involving 8944 Lindblade Street, 8965 Lindblade Street and 8935 Lindblade Street, each in Culver City, California with respect to Indebtedness in the amount of $8,000,000. | |
3. | Promissory Note, dated February 1, 2010, by Metro Networks Communications, Inc. in favor of Security National Life Insurance Company, in the principal sum of $124,439.28. | |
4. | Lease tail liability in the amount of approximately $2,800,000 associated with facilities that Metro Traffic exited from 2008 to 2010. | |
5. | Master Services Agreement, dated September 1, 2011, between New Skies Satellites B.V. and Westwood One, Inc., a capital lease, with a monthly service fee of $39,204.50. |
1 | Backstop letter of credit to be issued for 105% or $801,276.25. |
File Number & | ||||||||
Jurisdiction | Date | Debtor | Secured Party | Collateral | ||||
Delaware | #2008 0056398 01/04/2008 | Westwood One, Inc. | IBM Credit LLC | Equipment | ||||
Delaware | # 2007 0653138 02/20/2007 | Excelsior Radio Networks, Inc. | Dell Financial Services, L.P. | Equipment | ||||
Delaware | # 2008 3315619 09/30/2008 | Excelsior Radio Networks, LLC | US Bancorp | Equipment | ||||
Delaware | # 2008 4142541 12/12/2008 | Excelsior Radio Networks, LLC | US Bancorp | Equipment | ||||
Delaware | # 2009 0659646 03/03/2009 | Excelsior Radio Networks, LLC | US Bancorp | Equipment | ||||
Delaware | # 2010 0392328 02/02/2010 | Excelsior Radio Networks, LLC | US Bancorp | Equipment |
Issuer | Number of Shares | Par Value | Owner | |||
POP Radio LP | 20% limited partnership interest | N/A | Westwood One, Inc. |
1. | Investor Rights Agreement, dated as of April 23, 2009, among Westwood One, Inc., Gores Radio Holdings, LLC, the other investors identified on the signature pages thereto and the parties that have executed joinder agreements in accordance with the terms thereof, as amended (Parent will use commercially reasonable efforts to terminate this agreement). |
2. | Agreement, dated July 22, 2011, among Westwood One, Inc., Gores Capital Partners II, L.P., and Gores Co-Invest Partnership II, L.P. |
3. | Guaranty, dated as of April 29, 2011, between Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P., each a Delaware limited partnership and Clear Channel Acquisition LLC. |
Related Parties | Purpose | Description | ||
Dial Global w/Ex-Band,Inc - AmericanHit | Barter Sales | Representation agreement by and between Dial Global and Ex-Band Syndications, Inc dated May 16, 2006 | ||
Dial Global w/Ad Radio Enterprise Inc | Barter Sales | Representation agreement by and between Dial Global and Ad Radio Enterprise, Inc dated January 1, 2005 | ||
Triton Media Group LLC/Excelsior Radio Networks, LLC | Transition Agreement | Transition Services Agreement by and between Excelsior Radio Networks, LLC and Triton Digital, Inc. | ||
Triton Media Group LLC/Dial Global | Streaming Services/Web Servicing, Messenger Service | |||
Dial Global w/Townsquare Media | 24-hour Formats | Agreement with Townsquare to provide 24-hour formats | ||
Dial Global w/Townsquare Media | Ad Sales Representation | Agreement with Townsquare to provide ad sales representation | ||
Dial Global w/Townsquare Media | American Comedy Networks | Agreement with Townsquare to provide American Comedy Network |
Related Parties | Purpose | Description | ||
Dial Global w/Townsquare Media | Backtrax USA | Agreement with Townsquare to provide Backtrax USA | ||
Dial Global w/Townsquare Media | Baka Boys Mastermix | Agreement with Townsquare to provide Baka Boys Mastermix | ||
Dial Global w/Townsquare Media | Bitman | Agreement with Townsquare to provide Bitman | ||
Dial Global w/Townsquare Media | Clark Howard | Agreement with Townsquare to provide Clark Howard | ||
Dial Global w/Townsquare Media | Dave Koz | Agreement with Townsquare to provide Dave Koz | ||
Dial Global w/Townsquare Media | House of Blues | Agreement with Townsquare to provide House of Blues | ||
Dial Global w/Townsquare Media | Michael Smerconish | Agreement with Townsquare to provide Michael Smerconish | ||
Dial Global w/Townsquare Media | Midnight Radio Network | Agreement with Townsquare to provide Midnight Radio Network | ||
Dial Global w/Townsquare Media | Mike Harvey Show | Agreement with Townsquare to provide Mike Harvey Show | ||
Dial Global w/Townsquare Media | Neal Boortz | Agreement with Townsquare to provide Neal Boortz | ||
Dial Global w/Townsquare Media | Prep Services | Agreement with Townsquare to provide Prep Services | ||
Dial Global w/Townsquare Media | Radio Voodoo | Agreement with Townsquare to provide Radio Voodoo | ||
Dial Global w/Townsquare Media | Rick Jackson Country Hall of Fame | Agreement with Townsquare to provide Rick Jackson Country Hall of Fame | ||
Dial Global w/Townsquare Media | Rockline | Agreement with Townsquare to provide Rockline | ||
Dial Global w/Townsquare Media | Short Bus Radio | Agreement with Townsquare to provide Short Bus Radio | ||
Dial Global w/Townsquare Media | Super Gold | Agreement with Townsquare to provide Super Gold |
Related Parties | Purpose | Description | ||
Dial Global w/Townsquare Media | The Big Time | Agreement with Townsquare to provide The Big Time | ||
Dial Global w/Townsquare Media | The Big Time Saturday Night | Agreement with Townsquare to provide The Big Time Saturday Night | ||
Dial Global w/Townsquare Media | The Lia Show | Agreement with Townsquare to provide The Lia Show | ||
Dial Global w/Townsquare Media | TM-Commercials | Agreement with Townsquare to provide TM-Commercials | ||
Dial Global w/Townsquare Media | TM-Imaging | Agreement with Townsquare to provide TM-Imaging | ||
Dial Global w/Townsquare Media | TM-Jingles | Agreement with Townsquare to provide TM-Jingles | ||
Dial Global w/Townsquare Media | TM-Musicdisk | Agreement with Townsquare to provide TM-Musicdisk | ||
Dial Global w/Townsquare Media | Walt Baby Love — Gospel Traxx | Agreement with Townsquare to provide Walt Baby Love - Gospel Traxx | ||
Dial Global w/Townsquare Media | Walt Baby Love — Urban AC Countdown | Agreement with Townsquare to provide Walt Baby Love — Urban AC Countdown | ||
Dial Global w/Townsquare Media | The Weather Channel | Agreement with Townsquare to provide The Weather Channel | ||
Dial Global w/Millennium Radio Group | American Comedy Networks | Agreement with Millennium Radio Group to provide American Comedy Network | ||
Dial Global w/Millennium Radio Group | Prep Services | Agreement with Millennium Radio Group to provide Prep Services | ||
Dial Global w/Millennium Radio Group | Short Bus Radio | Agreement with Millennium Radio Group to provide Short Bus Radio | ||
Dial Global w/Millennium Radio Group | Super Gold | Agreement with Millennium Radio Group to provide Super Gold | ||
Dial Global w/Millennium Radio Group | The Big Time | Agreement with Millennium Radio Group to provide The Big Time |
Related Parties | Purpose | Description | ||
Dial Global w/Millennium Radio Group | The Big Time Saturday Night | Agreement with Millennium Radio Group to provide The Big Time Saturday Night | ||
Dial Global w/Millennium Radio Group | TM-Imaging | Agreement with Millennium Radio Group to provide TM-Imaging | ||
Dial Global w/Millennium Radio Group | TM-Jingles | Agreement with Millennium Radio Group to provide TM-Jingles | ||
Dial Global w/Millennium Radio Group | TM-Musicdisk | Agreement with Millennium Radio Group to provide TM-Musicdisk | ||
Dial Global w/Tribune Broadcasting | TM-Musicdisk | Agreement with Tribune Broadcasting to provide TM-Musicdisk | ||
Dial Global w/Peak | Prep Services | Agreement with Peak to provide Prep Services | ||
Dial Global w/Peak | Short Bus Radio | Agreement with Peak to provide Short Bus Radio | ||
Dial Global w/Peak | The Big Time Saturday Night | Agreement with Peak to provide The Big Time Saturday Night | ||
Dial Global w/Peak | The Lia Show | Agreement with Peak to provide The Lia Show | ||
Dial Global w/Peak | TM-Imaging | Agreement with Peak to provide TM-Imaging | ||
Dial Global w/Peak | TM-Jingles | Agreement with Peak to provide TM-Jingles | ||
Dial Global w/Double O | 24 Hour Formats | Agreement with Double O to provide 24 hour Formats | ||
Dial Global w/Double O | American Comedy Networks | Agreement with Double O to provide American Comedy Network | ||
Dial Global w/Double O | House of Blues | Agreement with Double O to provide House of Blues | ||
Dial Global w/Double O | Neal Boortz | Agreement with Double O to provide Neal Boortz | ||
Dial Global w/Double O | Prep Services | Agreement with Double O to provide Prep Services |
Related Parties | Purpose | Description | ||
Dial Global w/Double O | Radio Voodoo | Agreement with Double O to provide Radio Voodoo | ||
Dial Global w/Double O | Rick Jackson Country Hall of Fame | Agreement with Double O to provide Rick Jackson Country Hall of Fame | ||
Dial Global w/Double O | The Lia Show | Agreement with Double O to provide The Lia Show | ||
Dial Global w/Double O | TM-Imaging | Agreement with Double O to provide TM-Imaging | ||
Dial Global w/Double O | TM-Jingles | Agreement with Double O to provide TM-Jingles | ||
Dial Global w/Double O | TM-Musicdisk | Agreement with Double O to provide TM-Musicdisk | ||
Dial Global w/Grenax Broadcasting | Ad Injector /WebCast Metrics | Agreement with Grenax Broadcasting to provide Ad Injector/WebCast Metrics | ||
Dial Global w/Grenax Broadcasting | AirKast | Agreement with Grenax Broadcasting to provide AirKast | ||
Dial Global w/Grenax Broadcasting | Daily Deals | Agreement with Grenax Broadcasting to provide Daily Deals | ||
Dial Global w/Grenax Broadcasting | Email Director | Agreement with Grenax Broadcasting to provide Email Director | ||
Dial Global w/Grenax Broadcasting | Streaming | Agreement with Grenax Broadcasting to provide Streaming | ||
Dial Global w/Grenax Broadcasting | Backtrax USA | Agreement with Grenax Broadcasting to provide Backtrax USA | ||
Dial Global w/Grenax Broadcasting | House of Blues | Agreement with Grenax Broadcasting to provide House of Blues | ||
Dial Global w/Grenax Broadcasting | Prep Services | Agreement with Grenax Broadcasting to provide Prep Services |
Related Parties | Purpose | Description | ||
Dial Global w/Grenax Broadcasting | Rick Jackson Country Hall of Fame | Agreement with Grenax Broadcasting to provide Rick Jackson Country Hall of Fame | ||
Dial Global w/Grenax Broadcasting | TM-Musicdisk | Agreement with Grenax Broadcasting to provide TM-Musicdisk | ||
Dial Global w/Radio One | Ad Injector /WebCast Metrics | Agreement with Radio One to provide Ad Injector/WebCast Metrics | ||
Dial Global w/Radio One | AirKast | Agreement with Radio One to provide AirKast | ||
Dial Global w/Radio One | Loyalty/Database/Email | Agreement with Radio One to provide Loyalty/Database/Email | ||
Dial Global w/Radio One | TuneGenie | Agreement with Radio One to provide TuneGenie | ||
Dial Global w/Radio One | Ad Sales Representation | Agreement with Radio One to provide Ad Sales Representation | ||
Dial Global w/Radio One | Baka Boys Mastermix | Agreement with Radio One to provide Baka Boys Matermix | ||
Dial Global w/Radio One | Clark Howard | Agreement with Clark Howard to provide Clark Howard | ||
Dial Global w/Radio One | Prep Services | Agreement with Radio One to provide Prep Services | ||
Dial Global w/Radio One | Short Bus Radio | Agreement with Radio One to provide Short Bus Radio | ||
Dial Global w/Radio One | TM-Imaging | Agreement with Radio One to provide TM-Imaging | ||
Dial Global w/Radio One | TM-Musicdisk | Agreement with Radio One to provide TM-Musicdisk | ||
Dial Global w/Radio One | Walt Baby Love — Urban AC Countdown | Agreement with Radio One to provide Walt Baby Love — Urban AC Countdown | ||
Dial Global w/Radio One | Microjams | Agreement with Radio One to provide Microjams |
to
Second Lien Credit Agreement
Borrower: | Westwood One, Inc., a Delaware corporation (the “Borrower”) | |
Administrative Agent: | Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”) | |
Credit Agreement: | Second Lien Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders party thereto, the Administrative Agent and Macquarie Capital (USA) Inc., as syndication agent (in such capacity and together with its successors and permitted assigns, the “Syndication Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement) | |
[Trade Date: | _________, _____]1 | |
Effective Date: | _________, _____2 |
1 | Insert for informational purposes only if needed to determine other arrangements between the Assignor and the Assignee. | |
2 | To be filled out by Administrative Agent upon entry in the Register. |
A-1
Aggregate Principal Amount of | Aggregate Principal Amount of | |||
Term Loans for All Lenders | Term Loans Assigned3 | Percentage Assigned4 | ||
$ | $ | ____________. % |
3 | Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only. | |
4 | Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Term Loans. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column. |
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT
A-2
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT
A-3
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT
A-4
[NAME OF ASSIGNOR] | ||||||
as Assignor | ||||||
By: | ||||||
Title: | ||||||
[NAME OF ASSIGNEE] | ||||||
as Assignee | ||||||
By: | ||||||
Title: | ||||||
Lending office for Eurodollar Rate Loans:5 | ||||||
[Insert Address (including contact name, fax | ||||||
number and e-mail address)] | ||||||
Lending office (and address for notices) | ||||||
for any other purpose: | ||||||
[Insert Address (including contact name, fax | ||||||
number and e-mail address)] |
5 | Insert for each Assignee. |
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT
this _____ day of _______:
[MACQUARIE CAPITAL (USA) INC. | ||||
as Syndication Agent | ||||
By: | ||||
Title:]6 | ||||
[BORROWER7 | ||||
By: | ||||
Title:] | ||||
SOLELY FOR PURPOSES OF CONFIRMING RECORDATION IN REGISTER: | ||||
CORTLAND CAPITAL MARKET SERVICES LLC | ||||
as Administrative Agent | ||||
By: | ||||
Title: |
6 | Include only if required pursuant toSection 11.2(b) of the Credit Agreement. | |
7 | Include only if required pursuant toSection 11.2(b) of the Credit Agreement. |
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT
to
Credit Agreement
Lender: [Name of Lender] | New York, New York | |
Principal Amount: $________ | __________, _____ |
B-1
OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]
B-2
WESTWOOD ONE, INC. | ||||||
By: | ||||||
Title: |
OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]
B-3
to
Credit Agreement
Credit Agreement referred to below
Chicago, Illinois 60606
WESTWOOD ONE, INC. | ||||||
By: | ||||||
Title: |
OF BORROWING DATED , ___]
C-1
to
Credit Agreement
Credit Agreement referred to below
Chicago, Illinois 60606
8 | An Interest Period may only be 1 month until the earlier of (x) 90 days following the Closing Date and (y) the occurrence of a Successful Syndication (as defined in the Fee Letter). | |
9 | An Interest Period may only be 1 month until the earlier of (x) 90 days following the Closing Date and (y) the occurrence of a Successful Syndication (as defined in the Fee Letter). |
D-1
WESTWOOD ONE, INC. | ||||||
By: | ||||||
Title: |
D-2
to
Credit Agreement
10 | Insert date of delivery of certificate. | |
11 | Insert language in brackets only for quarterly reports. | |
12 | Insert language in brackets only for annual certifications. | |
13 | Use bracketed language for the Compliance Certificate covering the Consolidated Leverage Ratio for the Fiscal Quarter ending December 31, 2011. | |
14 | Use bracketed language for all Compliance Certificates starting with the first Fiscal Quarter the financial covenants are tested, which is March 31, 2012. | |
15 | Insert (starting with the 2012 Fiscal Year) if annual Consolidated Financial Statements set forth in Section 6.1(c) of the Credit Agreement are delivered with the Compliance Certificate. |
E-1
16 | Insert if annual Consolidated Financial Statements set forth in Section 6.1(c) of the Credit Agreement are delivered with the Compliance Certificate. |
E-2
WESTWOOD ONE, INC. | ||||
Title: |
OF WESTWOOD ONE, INC. DATED ___, ___]
E-3
to
COMPLIANCE CERTIFICATE OF ___________________________
DATED _________, ____
ANNEX A-1
to
COMPLIANCE CERTIFICATE OF __________________________
DATED _________, ____
ANNEX B-1
to
COMPLIANCE CERTIFICATE OF _____________________________
DATED _________, ____
17 | Delete if not used in the text of the certificate. |
ANNEX C-1
to
COMPLIANCE CERTIFICATE OF ______________________
DATED _________, ____
ANNEX D-1-1
to
COMPLIANCE CERTIFICATE OF __________________________
DATED _________, ____
ANNEX D-2-1
to
COMPLIANCE CERTIFICATE OF ____________________________
DATED _________, ____
ANNEX E-1
to
COMPLIANCE CERTIFICATE OF _____________________________
DATED _________, ____
ANNEX F-1
to
Credit Agreement
F-1
to
Credit Agreement
[ ], 2011 | Original Principal Amount: | |
$[ ] |
G-1
18 | The date that is 6 years and 3 months from the date the Merger is consummated. |
G-2
G-3
19 | Secured cash management obligations TBD. |
G-4
20 | Actual quarterly payment dates will be inserted. |
G-5
G-6
G-7
G-8
G-9
G-10
G-11
COMPANY | FIRST LIEN AGENT | |
Westwood One, Inc. | General Electric Capital Corporation | |
222 West 42nd St. | 11175 Cicero Drive, Suite 600 | |
New York, NY 10036 | Alpharetta, GA 30022-1167 | |
Attn: Hiram Lazar | Attn: Westwood One, Inc. Account Manager | |
Tel: (212) 419-2890 | Tel: (678) 624-7900 | |
Fax: (646) 285-0174 | Fax: (678) 624-7930 | |
with a copy to: | with a copy to: | |
Kirkland & Ellis LLP | Sidley Austin LLP | |
333 S. Hope Street | One S. Dearborn | |
Los Angeles, California 90071 | Chicago, Illinois 60603 | |
Attn: David Nemecek | Attn: Michael Gold | |
Tel: (213) 680-8111 | Tel: (312) 853-7148 | |
Fax: (213) 808-8107 | Fax: (312) 853-7036 | |
HOLDER | SECOND LIEN AGENT | |
[Name] | Cortland Capital Market Services LLC | |
[address] | 225 West Washington Street, Suite 1420 | |
Chicago, Illinois 60606 | ||
Attn: Mike Fredian | ||
Tel: (312) 564-5078 | ||
Fax: (312) 376-0751 | ||
with a copy to: | ||
McGuireWoods LLP | ||
77 West Wacker Drive, Suite 4100 | ||
Chicago, Illinois 60601 | ||
Attn: Mark A. Kromkowski | ||
Tel: (312) 849-8170 | ||
Fax: (312) 698-4548 |
G-12
and: | ||
Macquarie Capital (USA) Inc. | ||
125 West 55th Street | ||
New York, New York 10019 | ||
Attn: Arvind Admal | ||
Tel: (212) 231-2099 | ||
Fax: (212) 231-0629 | ||
Attn: David Anekstein | ||
Tel: (212) 231-6187 | ||
Fax: (212) 231-0629 | ||
and: | ||
Latham & Watkins LLP | ||
355 S. Grand Ave. | ||
Los Angeles, California 90071 | ||
Attn: Stacey Rosenberg | ||
Tel: (213) 891-8554 | ||
Fax: (213) 891-8763 |
G-13
WESTWOOD ONE, INC. | ||||||
By: | ||||||
Title: |
[HOLDER] | ||||
By: | ||||
Title: |
G-14
to
Credit Agreement
H-1
WESTWOOD ONE, INC. | ||||||||
By: | ||||||||
Name: | [ ] | |||||||
Title: | [Chief Financial Officer][President] | |||||||
[Chief Executive Officer] |
H-2
to
Credit Agreement
Borrower: | Westwood One, Inc., a Delaware corporation (the “Borrower”) | |
Administrative Agent: | Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”) | |
Credit Agreement: | Second Lien Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders party thereto, the Administrative Agent and Macquarie Capital (USA) Inc., as syndication agent (in such capacity and together with its successors and permitted assigns, the “Syndication Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement) | |
[Trade Date: | __________, _______]21 | |
Effective Date: | ____________, ______ 22 |
21 | Insert for informational purposes only if needed to determine other arrangements between the Assignor and the Assignee. | |
22 | To be filled out by Administrative Agent upon entry in the Register. |
EXHIBIT I-1
Aggregate Principal Amount of | Aggregate Principal Amount of | |||
Term Loans for all Lenders | Term Loans Assigned23 | Percentage Assigned24 | ||
$ | $ | _. % |
23 | Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only. | |
24 | Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Term Loans. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column. |
EXHIBIT I-2
EXHIBIT I-3
EXHIBIT I-4
[NAME OF ASSIGNOR] | ||||||
as Assignor | ||||||
By: | ||||||
Title: | ||||||
[NAME OF ASSIGNEE] | ||||||
as Assignee | ||||||
By: | ||||||
Title: | ||||||
[Lending office for Eurodollar Rate Loans]:25 | ||||||
[Insert Address (including contact name, fax | ||||||
number and e-mail address)] |
25 | Lending office information only applicable for Debt Fund Affiliates, but notice information should also be provided for Non-Debt Fund Affiliates. |
EXHIBIT I-5
ACCEPTED and AGREED | ||||
this __ day of ______ _____: | ||||
[MACQUARIE CAPITAL (USA) INC. | ||||
as Syndication Agent | ||||
By: | ||||
Title:]26 | ||||
[BORROWER27 | ||||
By: | ||||
Title:] | ||||
SOLELY FOR PURPOSES OF CONFIRMING | ||||
RECORDATION IN REGISTER: | ||||
CORTLAND CAPITAL MARKET SERVICES LLC | ||||
as Administrative Agent | ||||
By: | ||||
Title: |
26 | Include only if required pursuant toSection 11.2(b) of the Credit Agreement. | |
27 | Include only if required pursuant toSection 11.2(b) of the Credit Agreement. |
EXHIBIT I-6
to
Credit Agreement
EXHIBIT J-1
to
Credit Agreement
EXHIBIT K-1-1
to
Credit Agreement
EXHIBIT K-2-1