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Exhibit 10.8


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:



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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