MASTER MUTUAL RELEASE AGREEMENTMaster Mutual Release Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This MASTER MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of April 23, 2009, is by and among: (a) each of (i) Westwood One, Inc., a Delaware corporation (the “Borrower”), (ii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores”), and (iii) the Persons listed on Schedule A hereto, each of which is a Subsidiary Guarantor (each, a “Subsidiary Guarantor” and, collectively with the Borrower and Gores, but excluding Gores in its capacity as a Lender under the Existing Credit Agreement referenced below, the “Borrower, Guarantor and Gores Parties”); (b) the Persons listed on Schedule B hereto (the “Existing Credit Agreement Lenders”), each of which is a lender party to the Credit Agreement dated as of March 3, 2004 (as amended prior to the date hereof, the “Existing Credit Agreement”) among the Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Existing Administrative Agent”), and the other parties thereto; (c) the Existin
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is dated as of April 23, 2009, between Westwood One, Inc. (the “Company”), and Gores Radio Holdings, LLC (together with its designees that are affiliates of The Gores Group, LLC, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Registration Rights Agreement (as defined below).
INVESTOR RIGHTS AGREEMENT Among WESTWOOD ONE, INC., GORES RADIO HOLDINGS, LLC AND CERTAIN OTHER INVESTORS Dated as of April 23, 2009Investor Rights Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of April 23, 2009, among Westwood One, Inc., a Delaware corporation (the “Company”), Gores Radio Holdings, LLC (“Gores”), and the other investors identified on the signature pages hereto (the “Original Investor Stockholders”) and the parties executing a Joinder Agreement (as defined below) in accordance with the terms hereof.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of April 23, 2009, by and among WESTWOOD ONE, INC., a Delaware corporation (the “Borrower”) and each Subsidiary of the Borrower identified under the caption “Subsidiary Guarantors” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), a New York banking corporation, as collateral trustee (in such capacity, together with its successors in such capacity, the “Collateral Trustee”) for the Secured Parties.
CREDIT AGREEMENT by and among WESTWOOD ONE, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of April 23, 2009Credit Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of April 23, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and WESTWOOD ONE, INC., a Delaware corporation (“Borrower”).
PURCHASE AGREEMENT dated as of April 23, 2009 by and among WESTWOOD ONE, INC. and THE PURCHASERS SIGNATORY HERETOPurchase Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This Purchase Agreement is entered into and dated as of April 23, 2009 (this “Agreement”), among Westwood One, Inc., a Delaware corporation (the “Company”), and Gores Radio Holdings, LLC (in each case together with its designees that are Affiliates of The Gores Group, LLC, the “Purchasers”); and
WESTWOOD ONE, INC. $117,500,000 15.00% Senior Secured Notes due July 15, 2012 SECURITIES PURCHASE AGREEMENT Dated as of April 23, 2009Securities Purchase Agreement • April 27th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
