Common use of Board Composition Clause in Contracts

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be nominated, one designee for election to the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to the Issuer so long as no Event of Default has occurred and is continuing or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the Issuer’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee to be permitted to attend all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. So long as Holders affiliated with Beach Point Post or any of their respective Affiliates hold any Securities, New Existing Senior Secured Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer or warrants to acquire capital of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach PointPost, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be nominated, designate one designee for election to the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall either be (A) reasonably satisfactory to the Issuer so long as no Event of Default has occurred and is continuing an investment professional employed by or (B) upon the consummation of associated in a Qualified Initial Public Offering, consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the Issuer’s Nominating Committee majority in interest of the Board of Directors and subject to compliance with the applicable national securities exchange regulations Majority Equity Sponsor (the “Board Designee”) and (ii) shall have the right to designate one designee to be permitted to attend all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer, which observer shall either be an investment professional employed by or associated in a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the majority in interest of the Majority Equity Sponsor (the “Board Observer”). The Board of Directors of the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the IssuerIssuer (and every committee thereof). If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurersinsurers with coverage customary for companies similarly situated to the Issuer. The If the Board Designee is not an employee of Post, the Issuer shall pay to the Board Designee him or her the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to To the extent allowed by the national securities exchange on which the IssuerFFN’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer FFN shall take reasonable steps to cause (i) to be nominated, nominated one designee for election of the Required Holders to the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to the Issuer FFN so long as no Event of Default has occurred and is continuing occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the IssuerFFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of the Issuer FFN will meet at least one (1) time per fiscal quarterFiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the IssuerFFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the IssuerFFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the IssuerFFN. At all times during the tenure of the Board Designee, the Issuer FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer FFN shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer FFN as the compensation, if any, paid to non-employee directors of the IssuerFFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the IssuerFFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u(r) attached hereto Section 7.01(w) of the SSA is hereby added amended in its entirety to read as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.follows:

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to To the extent allowed by the national securities exchange on which the IssuerFFN’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer FFN shall take reasonable steps to cause (i) to be nominated, nominated one designee for election of the Required Holders to the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to the Issuer FFN so long as no Event of Default has occurred and is continuing occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the IssuerFFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of the Issuer FFN will meet at least one (1) time per fiscal quarterFiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the IssuerFFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the IssuerFFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the IssuerFFN. At all times during the tenure of the Board Designee, the Issuer FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer FFN shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer FFN as the compensation, if any, paid to non-employee directors of the IssuerFFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the IssuerFFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to To the extent allowed by the national securities exchange on which the IssuerFFN’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer FFN shall take reasonable steps to cause (i) to be nominated, nominated one designee for election of the Required Holders to the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to the Issuer FFN so long as no Event of Default has occurred and is continuing occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the IssuerFFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of the Issuer FFN will meet at least one (1) time per fiscal quarterFiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the IssuerFFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the IssuerFFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the IssuerFFN. At all times during the tenure of the Board Designee, the Issuer FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer FFN shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer FFN as the compensation, if any, paid to non-employee directors of the IssuerFFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the IssuerFFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u(u) attached hereto Section 7.01(w) of the SPA is hereby added amended in its entirety to read as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.follows:

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to To the extent allowed not prohibited by the national securities exchange on which the IssuerFFN’s securities are listed, if applicable, Beach Pointand upon the written request of the Required Holders, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer FFN shall take reasonable steps to cause (i) to be nominated, nominated one designee for election of the Required Holders to the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)), which designee shall be (A) reasonably satisfactory to the Issuer so long as no Event of Default has occurred and is continuing continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the Issuer’s Nominating Committee of the Board of Directors and shall be subject to compliance with the applicable national securities exchange regulations and, so long as no Event of Default has occurred and is continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee of the Board of Directors (the each a “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)) as an observer (the “Board Observer”). To the extent the Board of Directors of FFN has more than ten members, the Required Holders shall be entitled to one additional Board Designee who shall, so long as no Event of Default has occurred and is continuing, not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee. The Board of Directors of the Issuer FFN will meet at least one (1) time per fiscal quarterFiscal Quarter. If the a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the IssuerFFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the IssuerFFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Directordirector. Upon election of the a Board Designee, the Issuer FFN will execute a customary form of indemnification agreement in favor of the such Board Designee in his or her capacity as a director of the IssuerFFN. At all times during the tenure of the a Board Designee, the Issuer FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer FFN shall pay to the each Board Designee the same compensation for his or her services as a director of the Issuer FFN as the compensation, if any, paid to non-employee directors of the IssuerFFN. Notwithstanding any of the foregoing, the no Board Designee shall not be entitled to representation on the IssuerFFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities(a) The Company agrees that, New Notes, or capital stock (in at the form of preferred stock or common stock) next regularly scheduled in-person meeting of the IssuerBoard, and to which is currently scheduled for March 8, 2012, but in any event no later than the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be nominated, one designee for election to the Board of Directors date of the Issuer (and every committee thereofAnnual Meeting, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to the Issuer so long as no Event of Default has occurred and is continuing or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the Issuer’s Nominating Committee size of the Board shall be set at nine members, the Board shall appoint ▇▇. ▇▇▇▇▇▇ as a member of Directors and subject the Board, with a term to compliance with expire at the applicable national securities exchange regulations 2014 annual meeting of stockholders of the Company (such meeting, including any adjournment or postponement thereof, the “2014 Meeting”), and one member of the Board Designee”who currently serves in the class of directors with a term expiring at the 2014 Meeting will be appointed to the class of directors with a term expiring at the 2013 Annual Meeting of stockholders of the Company. (b) and (ii) If ▇▇. ▇▇▇▇▇▇ resigns from the Board prior to the 2014 Meeting, the Raging Capital Fund shall have the right to designate one designee a replacement nominee to be permitted appointed to attend all meetings the Board, to serve with a term expiring at the 2014 Meeting; provided that such replacement designee must be reasonably acceptable to the Board and must qualify as an “independent director” under applicable rules of the Board U.S. Securities and Exchange Commission (the “SEC”) and the rules of Directors any stock exchange on which securities of the Issuer Company are then listed (and every committee thereof▇▇. ▇▇▇▇▇▇ or any replacement designee appointed to the Board in accordance with this section, except the “Raging Capital Designee”). For purposes of the foregoing sentence, the Company hereby agrees that ▇▇. ▇▇▇▇▇▇ shall be deemed reasonably acceptable by the Board, subject to his qualifying as an “independent director” as set forth in the immediately preceding sentence and to a customary background investigation conducted at the time of such designation. The rights of the Raging Capital Group pursuant to this paragraphSection 1(b) shall terminate upon the earlier to occur of (a) the date on which the Raging Capital Fund ceases to own beneficially (as an observer defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Board ObserverExchange Act”). The Board of Directors ) at least 7.0% of the Issuer will meet then-outstanding shares of common stock of the Company; and (b) any Change of Control (as defined below) of the Company. A “Change of Control” of the Company means any transaction in which (x) a person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquires, directly or indirectly, securities representing 50% or more of the voting power of the outstanding securities of the Company or properties or assets constituting 50% or more of the consolidated assets of the Company and its subsidiaries or (y) the Company engages in any merger, business combination or other similar transaction such that the holders of voting securities of the Company immediately prior to the transaction do not own at least one (1) time per fiscal quarter. If the Board Designee has been designated, he 50% or she will be entitled to receive copies of all materials distributed at all meetings more of the Board voting power of Directors securities of the Issuer. If resulting entity after the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committeetransaction.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to To the extent allowed not prohibited by the national securities exchange on which the IssuerFFN’s securities are listed, if applicable, Beach Pointupon the occurrence of an Event of Default, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer FFN shall take reasonable steps to cause (i) to be nominated, nominated one designee for election of the Required Holders to the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be ) (A) reasonably satisfactory to the Issuer so long as no Event of Default has occurred and is continuing or (B) upon the consummation of each a Qualified Initial Public Offering, reasonably acceptable to the Issuer’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”); provided, that, if, at the time of the occurrence of such Event of Default, the Consolidated Leverage Ratio of FFN and its Subsidiaries is equal to or greater than 5.00:1.00 for the immediately preceding four Fiscal Quarters, then, until all Obligations are repaid in full (or such earlier date as otherwise agreed to in writing by the Required Holders), the Required Holders shall be entitled to one additional Board Designee. The Board of Directors of the Issuer FFN will meet at least one (1) time per fiscal quarterFiscal Quarter. If the a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the IssuerFFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the IssuerFFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Directordirector. Upon election of the a Board Designee, the Issuer FFN will execute a customary form of indemnification agreement in favor of the such Board Designee in his or her capacity as a director of the IssuerFFN. At all times during the tenure of the a Board Designee, the Issuer FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer FFN shall pay to the each Board Designee the same compensation for his or her services as a director of the Issuer FFN as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation CommitteeFFN.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. So long (a) The Investor Designees to be appointed as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the IssuerEffective Date and upon receipt of FCC Approval will consist of the individuals set forth on Exhibit A hereto; provided, that if any such individual is unwilling or unable to serve as an Investor Designee at such time, the Investor may replace such person between the date hereof and to the extent allowed by Effective Date or the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf date of such Holders and their respective AffiliatesFCC Approval, as applicable, with any other person that is permitted to be an Investor Designee pursuant to this Section 2(a). After the Effective Date, (i) for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 10%, the Investor shall be entitled to nominate one (1) Investor Designee to the Board (provided, that after the receipt of FCC Approval, for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 20%, the Investor shall be entitled to nominate two (2) Investor Designees to the Board), and (ii) for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 5%, the Investor shall be entitled to appoint one (1) additional Investor Designee as an Investor Board Observer to the Board. The Investor Board Observer shall be permitted to attend, strictly as an observer, meetings of the Board and material information delivered to the Board shall be delivered to the Investor Board Observer at substantially the same time as delivered to other non-executive directors; provided, however, that the Company shall have the right to designatewithhold any information and to exclude the Investor Board Observer from all or any portion of any meeting of the Board, and or any committee thereof, if access to such information or attendance at such meeting or portion of a meeting could reasonably be expected to (i) materially jeopardize the Issuer attorney-client privilege or work product protection or (ii) violate any applicable law. The Investor Board Observer shall take reasonable steps not have any voting rights with respect to cause any matters considered or determined by the Board or any committee thereof. Any action taken by the Board at any meeting will not be invalidated by the absence of the Investor Board Observer at such meeting. The Company shall, at any annual or special meeting of stockholders of the Company or action by written consent at which directors are to be nominatedelected, one designee subject to the fulfillment of the requirements set forth in Section 2(b), nominate the Investor Designees (other than any Investor Board Observers) for election to the Board of Directors and use all reasonable efforts to cause such Investor Designees to be elected as directors. In connection therewith, the Board shall recommend that the holders of the Issuer Common Stock vote in favor of such Investor Designees and shall support such Investor Designees in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees. (b) Any Investor Designee shall be subject to the Company’s corporate governance guidelines, code of business conduct and every committee thereofethics and confidentiality and trading policies and guidelines, except in each case as in effect and generally applicable to all Board members from time to time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which stockholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Nominee Disclosure Information”); provided, further that in the event the Investor fails to provide any such notice, the Investor Designees shall be the persons then serving as the Investor Designees as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event that there is a vacancy in any Investor Designee’s seat on the Board, whether due to death, disability, resignation, failure to be elected, removal or any other cause, the Board will promptly elect to the Board a director designated by the Investor, subject to the fulfillment of the requirements set forth in this paragraphSection 2(a), which designee to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee for all purposes under this Agreement. (Ad) reasonably satisfactory So long as the Investor is exercising its right to have an Investor Designee to the Issuer so long as no Event of Default has occurred Board, the Investor shall, and is continuing or shall (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to the Issuer’s Nominating Committee extent necessary to comply with this Section 2(d)) cause its affiliates that hold shares of Common Stock, at each meeting of the Board stockholders of Directors the Company and subject at every postponement or adjournment thereof, to compliance vote, withhold or abstain with respect to all of the shares of Common Stock beneficially owned by such Investor and entitled to vote at such meeting of stockholders with respect to the election of any director nominee that is not an Investor Designee in the same proportion as the stockholders of the Company other than the Investor vote, withhold or abstain with respect to each such director nominee; provided, that such director nominee complies with the requirements applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee to be permitted to attend all meetings of the Board of Directors of the Issuer (and every committee thereof, except as Investor Designees set forth in this paragraphSection 2(e) as an observer (the “Board Observer”)below, mutatis mutandis. The Board of Directors In furtherance of the Issuer will meet at least one foregoing, Investor shall, and shall (1to the extent necessary to comply with this Section 2(d)) time per fiscal quarter. If the Board Designee has been designatedcause its affiliates that hold shares of Common Stock to, he be present, in person or she will be entitled to receive copies of all materials distributed by proxy, at all meetings of the Board of Directors stockholders of the Issuer. If Company so that all shares of Common Stock beneficially owned by the Investor and entitled to vote at such meeting of stockholders may be counted for the purposes of determining the presence of a quorum and voted in accordance with this Section 2(d) at such meetings (including at any adjournments or postponements thereof). (e) The Company’s obligations to have any Investor Designee appointed to the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed nominate and recommend any Investor Designee for election as a director at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of the IssuerCompany’s outside counsel and, among other things, will stockholders pursuant to this Section 2 shall be subject to the same confidentiality such Investor Designee’s satisfaction of all requirements as if he or she were a Director. Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity regarding service as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ Company under applicable Law and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services stock exchange rules regarding service as a director of the Issuer Company and all other criteria and qualifications for service as the compensation, if any, paid a director applicable to non-employee all directors of the IssuerCompany. Notwithstanding The Investor Parties will cause any Investor Designee to be nominated for election to the Board to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine such Investor Designee’s eligibility and qualification to serve as a director of the foregoingCompany, in each case consistent with the Board Designee shall not be entitled requirements with respect to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each all directors of the SPAsCompany. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.