MASTER MUTUAL RELEASE
AGREEMENT
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 Existing Administrative Agent;
and (d) the Persons listed on Schedule C hereto
(the “ Existing NPA Noteholders ” and,
collectively with the Existing Credit Agreement Lenders and the
Existing Administrative Agent, the “ Lender and Agent
Parties ”), each of which is a holder of Notes issued
under the Note Purchase Agreement dated as of December 3, 2002
(as amended prior to the date hereof, the “ Existing
NPA ”) between the Borrower and the various financial
institutions that are parties thereto, pursuant to which the
Borrower issued (i) $50,000,000 aggregate principal amount of its
4.64% Senior Guaranteed Notes, Series A, due November 30,
2009 (the “ Existing Series A Notes ”) and
(ii) $150,000,000 aggregate principal amount of its 5.26% Senior
Guaranteed Notes, Series B, due November 30, 2012 (the
“ Existing Series B Notes ”; the Existing
Series A Notes and the Existing Series B Notes being
collectively referred to herein as the “ Existing NPA
Notes ”). The Borrower, Guarantor and Gores Parties and
the Lender and Agent Parties are sometimes referred to herein
collectively as the “ Parties ” and each
individually as a “ Party ”. Capitalized terms
used in this Agreement and not otherwise defined shall have the
meanings respectively assigned to them in the Securities Purchase
Agreement, dated as of the date hereof (the “ Securities
Purchase Agreement ”) among the Borrower, the Existing
NPA Noteholders and the Existing Credit Agreement
Lenders.
This Agreement is being executed in connection
with a debt and equity restructuring of the Borrower (the “
Restructuring ”). In connection with the
Restructuring, among other things, (i) Gores is purchasing
equity interests in the Borrower ( i.e. , in addition to the
equity interests previously owned by Gores in the Borrower);
(ii) the Borrower has received commitments from certain
lenders to provide to the Borrower a new revolving line of credit
and term loan; (iii) Gores or Affiliates of Gores have purchased
certain of the Existing NPA Notes from the holders of such Existing
NPA Notes listed on Schedule D hereto (“
Sellers of Existing NPA Notes to Gores or Gores Affiliates
”) and certain of the indebtedness outstanding under the
Existing Credit Agreement from the lenders listed on
Schedule E hereto (“ Sellers of Existing
Credit Agreement Indebtedness to Gores or Gores Affiliates
” and, together with Sellers of Existing NPA Notes to Gores
or Gores Affiliates, the “ Released Sellers of Debt
”) party to the Existing Credit Agreement (the “
Existing Credit Agreement Indebtedness ”) that did not
convert their respective Existing NPA Notes and Existing Credit
Agreement Indebtedness to new notes, cash and Preferred Stock on
the terms and conditions of the Restructuring; (iv) the
Existing NPA Notes and Existing Credit Agreement Indebtedness
representing an aggregate of $117,500,000 of indebtedness under the
Existing NPA Notes and Existing Credit Agreement Indebtedness (the
“ Continuing Debt ”) are being amended and
restated by, and combined into, $117,500,000 aggregate principal
amount of 15.00% Senior Secured Notes due July 15, 2012 (the
“ New Notes ”), and (v) all interest
(including, without limitation, interest accrued on the Continuing
Debt prior to the issuance of the New Notes), principal, fees and
other obligations under or in respect of indebtedness under the
Existing NPA Notes and Existing Credit Agreement Indebtedness other
than the Continuing Debt is being satisfied in full by a payment of
cash and the issuance of Convertible Preferred Stock, all as set
forth in definitive agreements and instruments executed by the
Parties contemporaneously with the execution of this
Agreement.
It is a condition of the Restructuring that each
of the Parties execute this Agreement.
NOW THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, effective
on the Restructuring Effective Date, each of the Parties agrees as
follows:
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1.
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Definitions . As used herein, the following
terms have the following meanings:
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1.1
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“ Claims ” means
any and all past, present and future claims, obligations, suits,
damages, demands, debts, fees, expenses, claims for indemnification
or contribution, rights, causes of action, and other liabilities,
and any and all other claims of whatever kind or character, whether
liquidated or unliquidated, direct or indirect, fixed or
contingent, matured or unmatured, known or unknown, foreseen or
unforeseen, in law, equity or otherwise, whether in contract, tort,
or otherwise, provided that Claims does not include the Continuing
Debt or the obligations of the Obligors under the Restructuring
Documents.
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1.2
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“ Restructuring
Documents ” means (a) the New Notes, and
(b) the documents executed in order to evidence or carry out
the Restructuring and any document, agreement or instrument
executed pursuant thereto, as security therefor, or in connection
therewith, including without limitation the documents, agreements
and instruments listed on Schedule F hereto.
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1.3
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“ Restructuring Effective
Date ” has the meaning given to such term in the
Securities Purchase Agreement.
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2.
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Release and Discharge
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2.1
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(a) For good and valuable
consideration (including, without limitation, the benefits provided
to each of the Parties by the Restructuring and the Restructuring
Documents), as of the Restructuring Effective Date, subject to the
provisions of Section 2.2 hereof, each of the Lender and Agent
Parties hereby forever indefeasibly releases and discharges each of
the Borrower, Guarantor and Gores Parties and all of their
respective present and former officers, directors, equityholders,
managers, members, affiliates, agents, advisors, counsel, financial
advisors, representatives and principals (collectively, but
excluding Gores in its capacity as a Lender under the Existing
Credit Agreement, the “ Borrower, Guarantor and Gores
Released Parties ”) from, and waives and relinquishes,
any and all Claims in favor of one or more of the Lender and Agent
Parties against the Borrower, Guarantor and Gores Released Parties
under the Existing Credit Agreement and the Existing NPA and the
documents and agreements executed in connection therewith or as a
result of the administration thereof or as a result of any action
taken or not taken in connection with the enforcement or workout
thereof prior to the date hereof (collectively, the “
Lender and Agent Released Claims ”); provided ,
however , (x) the release effected hereby expressly
excludes any Claims of the Lender and Agent Parties against the
Borrower, Guarantors, and Gores Released Parties or any other
Person under (i) the Restructuring Documents (regardless of
whether such Claims existed prior to the date hereof if such Claims
have been combined into obligations under the Restructuring
Documents), and (ii) Claims arising on or after the date
hereof (clauses (i) and (ii) being collectively referred
to as the “ Borrower, Guarantor and Gores Continuing
Obligations ”), all of which Borrower, Guarantor and
Gores Continuing Obligations will continue in effect in accordance
with their terms and the respective terms of the Restructuring
Documents or other documents in which such Borrower, Guarantor and
Gores Continuing Obligations are set forth and (y) notwithstanding
the foregoing, obligations, covenants and agreements of the Lender
and Agent Parties (but not the Borrower) under
Section 10.03(c) of the Existing Credit Agreement shall remain
in full force and effect and shall not be affected by any provision
of this Agreement, and the Lender and Agent Parties agree that,
solely among themselves for purposes of such Section 10.03(c),
the Borrower shall be deemed not to have paid any amounts under
paragraphs (a) and (b) of Section 10.03 of the
Existing Credit Agreement.
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(b) For good and valuable
consideration (including, without limitation, the benefits provided
to each of the Parties by the Restructuring and the Restructuring
Documents), as of the Restructuring Effective Date, subject to the
provisions of Section 2.2 hereof, each of the Borrower,
Guarantor and Gores Parties hereby forever indefeasibly releases
and discharges each of the Lender and Agent Parties and all of the
Released Sellers of Debt and all of their respective present and
former officers, directors, equityholders, managers, members,
affiliates, agents, advisors, counsel, financial advisors,
representatives and principals (collectively, the “ Lender
and Agent Released Parties ”) from, and waives and
relinquishes, any and all Claims in favor of one or more of the
Borrower, Guarantor and Gores Parties against the Lender and Agent
Released Parties under the Existing Credit Agreement and the
Existing NPA and the documents and agreements executed in
connection therewith or as a result of the administration thereof
or as a result of any action taken or not taken in connection with
the enforcement or workout thereof prior to the date hereof
(collectively, the “ Borrower, Guarantor and Gores
Released Claims ”).
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(c) Each of the Borrower,
Guarantor and Gores Parties and Lender and Agent Parties
(collectively, the “ Releasing Parties ”)
knowingly grant the releases set forth in subsections (a) and
(b) of this Section 2.1 notwithstanding that any
such Releasing Party may hereafter discover facts in addition to,
or different from, those which such Releasing Party now knows or
believes to be true, and without regard to the subsequent discovery
or existence of such different or additional facts, and each
Releasing Party expressly waives any and all rights that such
Releasing Party may have under any statute or common law principle
which would limit the effect of the foregoing release to those
released Claims actually known or suspected to exist as of or prior
to the date hereof.
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2.2
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For the avoidance of doubt,
notwithstanding any other provision hereof, (a) it is
understood that the Restructuring Documents do not evidence a new
debt of the Borrower or a novation of the Existing Credit Agreement
Indebtedness or the indebtedness evidenced by the Existing NPA
Notes, but rather the amount of the Continuing Debt evidenced by
the New Notes will continue in full force and effect on the terms
and conditions set forth in the Restructuring Documents, and
(b) neither Section 2.1(a) nor any other provisions of
this Agreement is intended to, or does, constitute or effect a
release of the Continuing Debt or the obligations of the Borrower,
Guarantor or Gores P
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