AMENDMENT NO. 1
TO
INDEMNITY AND CONTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO INDEMNITY AND
CONTRIBUTION AGREEMENT (this “ Amendment ”) is
made as of this 21st day of October, 2011, by and among Westwood
One, Inc., a Delaware corporation (“ WWON ”),
Gores Radio Holdings, LLC, a Delaware limited liability company
(“ Gores ”), Verge Media Companies, Inc., a
Delaware corporation (“ Verge ”), and Triton
Media Group, LLC, a Delaware limited liability company (the “
DG Shareholder ”), and shall amend the provisions of
the Indemnity and Contribution Agreement, dated as of July 30,
2011, by and among the parties hereto (the “ Original
Agreement ” and, as amended hereby, the “
Agreement ”). Capitalized terms used, but not
otherwise defined herein, shall have the meanings ascribed in the
Original Agreement.
WHEREAS, in connection with the concurrent
execution of a letter agreement modifying certain terms of the
Merger Agreement, the parties hereto desire to make certain
amendments to the Original Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, and other good and
valuable consideration, the parties hereby agree as
follows:
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1.
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Amendment . Notwithstanding any provision of
the Original Agreement to the contrary, to the extent (but only to
the extent) that all or any portion of a payment that would
otherwise be deemed to be a Covered Payment was included as an
express increase to Indebtedness of Parent (as set forth in the
definition of Indebtedness under the Merger Agreement, as amended)
and thereby taken into account for purposes of calculating the Net
Debt Adjustment Amount, such payment or applicable portion thereof
shall not be deemed to be a Covered Payment for purposes of the
Agreement.
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2.
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Miscellaneous
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