TSQ 8-K 2020 - Equibles

UNITED STATES<br><br>SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM 8-K
CURRENT REPORT<br><br>Pursuant to Section 13 or 15(d)<br><br>of the Securities Exchange Act of 1934<br><br><br><br>Date of report (Date of earliest event reported): April 17, 2020 (April 13, 2020)<br><br>Townsquare Media, Inc.<br><br>(Exact name of registrant as specified in its charter)
Delaware<br><br>(State or other jurisdiction of incorporation<br><br>or organization)	001-36558<br><br>(Commission<br><br>File Number)	27-1996555 <br>(I.R.S. Employer <br>Identification No.)
________________________________________________________<br><br>One Manhattanville Road, Suite 202<br>Purchase, New York 10577<br>(Address of principal executive offices, including zip code)<br><br>(203) 861-0900<br>(Registrant's telephone number, including area code)<br><br>Not applicable<br>(Former name or former address, if changed since last report)

Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	TSQ	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On April 13, 2020, Townsquare Media, Inc. (the “Company”), certain lenders party thereto and Royal Bank of Canada, in its capacity as administrative agent and collateral agent (the “Agent”), entered into Amendment No. 5 (the “Amendment”) to that certain Credit Agreement, dated as of April 1, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”).

The Amendment extends the time period for delivery of the Company’s audited financial statements for the fiscal year ended December 31, 2019 and certain related information and documentation until June 15, 2020, and also waives any default under the Credit Agreement resulting from the failure to comply with Section 6.1(c) of the Credit Agreement in connection with the failure to deliver the financial statements and related information required to be delivered on April 6, 2020. The Amendment includes customary representations and does not limit, impair or constitute a waiver of the rights and remedies of the lenders or the Agent, and except as expressly provided in the Amendment, does not amend or affect the terms of the Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 16, 2020, the Board of Directors (the “Board”) of the Company took action to rebalance the classes of the Board so that the three classes are as nearly equal in number as is practicable. Solely for the purpose of effecting this rebalancing, Bill Wilson, our Chief Executive Officer and an existing Class I member of the Board, resigned from the Board and was immediately reappointed to serve as a Class III director, to serve until the Company’s 2020 annual meeting of shareholders.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
10.1	Amendment No. 5, dated April 13, 2020, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017, Amendment No. 3 dated as of October 20, 2017 and Amendment No. 4 dated April 30, 2019), among Townsquare Media, Inc., each lender from time to time party thereto, and Royal Bank of Canada, as administrative agent and collateral agent.

Number

Exhibit

10.1

Amendment No. 5, dated April 13, 2020, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017, Amendment No. 3 dated as of October 20, 2017 and Amendment No. 4 dated April 30, 2019), among Townsquare Media, Inc., each lender from time to time party thereto, and Royal Bank of Canada, as administrative agent and collateral agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOWNSQUARE MEDIA, INC.
By:	/s/ Stuart Rosenstein
	Name: Stuart Rosenstein
	Title: Executive Vice President and Chief Financial Officer

Date: April 17, 2020

EXHIBIT INDEX

Number	Exhibit
10.1	Amendment No. 5, dated April 13, 2020, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017, Amendment No. 3 dated as of October 20, 2017 and Amendment No. 4 dated April 30, 2019), among Townsquare Media, Inc., each lender from time to time party thereto, and Royal Bank of Canada, as administrative agent and collateral agent.

Number

Exhibit

10.1

		Exhibit

EXECUTION VERSION

AMENDMENT NO. 5

AMENDMENT NO. 5, dated as of April 13, 2020 (this “Amendment”), to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017, Amendment No. 3 dated as of October 20, 2017, Amendment No. 4 dated as of April 30, 2019 and as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among TOWNSQUARE MEDIA, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), ROYAL BANK OF CANADA, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

RECITALS

WHEREAS, the Borrower has requested the amendment and waiver of certain provisions of the Credit Agreement as set forth herein;

WHEREAS, Section 11.1 of the Credit Agreement permits the amendments of the Credit Agreement as set forth in Section 1 hereof with consent of the Administrative Agent, the Borrower and the Required Lenders;

WHEREAS, Section 11.1 of the Credit Agreement permits the waiver of the Credit Agreement as set forth in Section 10 hereof with the consent of the Administrative Agent, the Borrower and the Required Lenders;

WHEREAS, the Borrower and the Required Lenders consent to the amendments set forth in Section 1 hereof, in each case, on the terms and subject to the conditions set forth herein;

WHEREAS, the Borrower and the Required Lenders consent to the waiver set forth in Section 10 hereof, in each case, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Amendments

Effective as of the Amendment No. 5 Effective Date, the Credit Agreement is hereby amended as follows:

(a)The following defined term shall be added to Section 1.01 of the Credit Agreement in alphabetical order:

“Amendment No. 5” means Amendment No. 5 to the Credit Agreement dated as of April 13, 2020.

“Amendment No. 5 Effective Date” has the meaning assigned to such term in Amendment No. 5.

(b)Section 6.1(c) of the Credit Agreement is hereby amended by deleting such clause and replacing it with the following:

“As soon as available and in any event within five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, (x) if such financial statements are not required to be filed with the SEC, within 90 days after the end of each Fiscal Year or (y) with respect to such financial statements required to be delivered for the Fiscal Year ended December 31, 2019, on or before June 15, 2020), the Consolidated balance sheet of the Borrower as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Restricted Subsidiaries’ Accountants that such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification, other than (i) resulting from an upcoming maturity of a Facility occurring within one year from the time such opinion is delivered or (ii) resulting from any potential inability to satisfy the First Lien Leverage Ratio required pursuant to Section 5.1 on a future date.”

Section 2.Representations and Warranties.

By its execution of this Amendment, each Loan Party party hereto represents and warrants to the Administrative Agent as of the Amendment No. 5 Effective Date (after giving effect to this Amendment) that:

(a)from and after its delivery to the Administrative Agent, this Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b)the execution, delivery and performance by such Loan Party of the Amendment is within such Loan Party’s corporate or similar powers, have been, at the time of execution thereof, duly authorized by all necessary corporate or similar action and do not (a) contravene the terms of any of such Person’s Constituent Documents, or (b) violate any applicable Requirement of Law, except to the extent that such violation or contravention could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(c)all representations and warranties set forth in any Loan Document are true and correct, after giving effect to this Amendment, in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of the Amendment No. 5 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and except that the representations and warranties contained in Section 4.4(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.1(c) of the Credit Agreement, respectively, prior to the Amendment No. 5 Effective Date; and

(d)no Default or Event of Default has occurred and is continuing.

Section 3.Conditions to Effectiveness.

This Amendment shall become effective on the date (the “Amendment No. 5 Effective Date”) on which each of the following conditions is satisfied:

(a)The Administrative Agent’s receipt of executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders, which shall be originals or facsimiles or electronic copies.

(b)The representations and warranties set forth Section 2 are true and correct.

(c)The Administrative Agent shall have received, for the ratable account of each Lender that consents to this Amendment, a consent fee equal to 0.125% of the aggregate outstanding principal amount of its Term Loans and/or Revolving Credit Commitments, as applicable, immediately prior to the effectiveness of this Amendment.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 5 Effective Date and such notice shall be conclusive and binding.

Section 4.Expenses

The Borrower agrees to reimburse the Administrative Agent for its reasonable, documented and invoiced out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable, documented and invoiced fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.

Section 5.Execution in Counterparts

This Amendment may be executed in any number of counterparts and by different parties hereto in different counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. This Amendment shall become effective when it has been executed by the Administrative Agent and when the Administrative Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by telecopier, .pdf or other electronic means shall be effective as delivery of an original executed counterpart of this Amendment.

Section 6.Governing Law and Waiver of Right to Trial by Jury

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT RESPECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK). The jurisdiction and waiver of right to trial by jury provisions in Sections 11.14 and 11.15 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

Section 7.Headings

The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

Section 8.Effect of Amendment

Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are

ratified and affirmed in all respects and shall continue in full force and effect. As of the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Loan Document. The parties hereto hereby consent to the Amendment upon the terms set forth herein. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 5 Effective Date.

Section 9.Acknowledgement and Affirmation.

(a)Each Loan Party confirms for the benefit of the Secured Parties that the guarantee and indemnities under the Credit Agreement and the Guaranty and Security Agreement, as applicable, given by such Loan Party (the “Guaranty Obligations”) shall remain in full force and effect notwithstanding the occurrence of the Amendment No. 5 Effective Date or any other additions, amendments, substitution, or supplements of or to the Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any Loan Party, subject to the limitations set out in any Guaranty.

(b)Each Loan Party confirms for the benefit of the Administrative Agent, the Collateral Agent and the Secured Parties that:

(i)any Lien in respect of the obligations of any of the Loan Parties under the Loan Documents (or any of them) which has been created by such Loan Party in favor of the Collateral Agent or the Secured Parties, as the case may be, pursuant to the Guaranty and Security Agreement and each other document to which such Loan Party is a party that purports to grant a Lien in favor of the Collateral Agent or the Secured Parties (together with the Guaranty and Security Agreement, the “Collateral Documents”) shall remain and continue in full force and effect in accordance with its terms notwithstanding the occurrence of the Amendment No. 5 Effective Date and shall extend to the Credit Agreement as amended by this Amendment and this Amendment (including, for the avoidance of doubt, any guaranty), subject to the limitations set out in those Collateral Documents or any other Loan Document;

(ii)it undertakes with respect to paragraph (a) above and this paragraph (b), to do all such acts or execute all such documents the Collateral Agent may reasonably require in order to ensure that the existing Liens under the Collateral Documents continues to be in full force and effect (including, for the avoidance of doubt, any guaranty); and

(iii)all references to the “Credit Agreement”, “Loan Documents”, “Loan” or its equivalent in the existing Collateral Documents or in any guaranty is a reference to the Credit Agreement as amended by this Amendment.

Section 10.Waiver.

Effective as of the Amendment No. 5 Effective Date, the Administrative Agent and Required Lenders agree that as of the Amendment No. 5 Effective Date, any Default resulting from the failure to comply with the covenant set forth Section 6.1(c) of the Credit Agreement, prior to giving effect to Amendment No. 5, in connection with the failure to deliver the financial statements and related information required to be delivered

on April 6, 2020 (as further described in the Notice of Default delivered to the Administrative Agent by the Borrower on April 6, 2020) shall be cured and no longer continuing.[SIGNATURE PAGE TO AMENDMENT 5]

[SIGNATURE PAGE TO AMENDMENT 5]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

TOWNSQUARE MEDIA, INC.,

as Borrower

By: /s/ Stuart Rosenstein___________

Name: Stuart Rosenstein

Title: Executive Vice President and

Chief Financial Officer

TOWNSQUARE RADIO HOLDINGS, LLC

By: /s/ Stuart Rosenstein_____________

Name: Stuart Rosenstein

Title: Executive Vice President and

Chief Financial Officer

[SIGNATURE PAGE TO AMENDMENT NO. 5]

BERKSHIRE BROADCASTING, INC.

BRYTON ACQUISITION COMPANY, LLC

GAP BROADCASTING BURLINGTON LICENSE, LLC

GAP BROADCASTING BURLINGTON, LLC

GAP BROADCASTING MIDLAND-ODESSA LICENSE, LLC

GAP BROADCASTING MIDLAND-ODESSA, LLC

LYLA ACQUISITION COMPANY, LLC (F/K/A PEAK II HOLDING LLC)

LYLA INTERMEDIATE HOLDING, LLC (F/K/A PEAK II INTERMEDIATE HOLDING LLC)

MILLENNIUM ATLANTIC CITY II HOLDCO, LLC

REGENT LICENSEE OF CHICO, INC.

REGENT LICENSEE OF ERIE, INC.

REGENT LICENSEE OF FLAGSTAFF, INC.

REGENT LICENSEE OF KINGMAN, INC.

REGENT LICENSEE OF LAKE TAHOE, INC.

REGENT LICENSEE OF LEXINGTON, INC.

REGENT LICENSEE OF PALMDALE, INC.

REGENT LICENSEE OF REDDING, INC.

REGENT LICENSEE OF SAN DIEGO, INC.

REGENT LICENSEE OF SOUTH CAROLINA, INC.

REGENT LICENSEE OF WATERTOWN, INC.

SPECIAL EVENTS MANAGEMENT, LLC TASTE OF COUNTRY PRODUCTIONS, LLC

TOWNSQUARE ACTIVE EVENTS, LLC

TOWNSQUARE BEVERAGE, LLC

TOWNSQUARE COMMERCE, LLC

TOWNSQUARE EXPERIENTIAL, LLC

TOWNSQUARE EXPOS, LLC

TOWNSQUARE EXPOS II, LLC

TOWNSQUARE INTERACTIVE, LLC

TOWNSQUARE LIFESTYLE EVENTS, LLC

TOWNSQUARE LIVE EVENTS COLORADO, LLC

TOWNSQUARE LIVE EVENTS INTERNATIONAL, LLC

TOWNSQUARE LIVE EVENTS MINNESOTA, LLC

TOWNSQUARE LIVE EVENTS MONTANA, LLC

TOWNSQUARE LIVE EVENTS PHILADELPHIA, INC.

TOWNSQUARE LIVE EVENTS TEXAS, LLC

TOWNSQUARE LIVE EVENTS WISCONSIN, LLC

TOWNSQUARE LIVE EVENTS, LLC

TOWNSQUARE LIVE PRODUCTIONS, LLC

TOWNSQUARE MANAGEMENT COMPANY, LLC

TOWNSQUARE MEDIA 2010, INC.

TOWNSQUARE MEDIA ABILENE LICENSE, LLC

TOWNSQUARE MEDIA ABILENE, LLC

TOWNSQUARE MEDIA ACQUISITION III, LLC

TOWNSQUARE MEDIA ACQUISITION IV, LLC

TOWNSQUARE MEDIA AMARILLO LICENSE, LLC

TOWNSQUARE MEDIA AMARILLO, LLC

TOWNSQUARE MEDIA ATLANTIC CITY II LICENSE, LLC

TOWNSQUARE MEDIA ATLANTIC CITY II, LLC

TOWNSQUARE MEDIA ATLANTIC CITY III HOLDCO, LLC

TOWNSQUARE MEDIA ATLANTIC CITY III LICENSE, LLC

TOWNSQUARE MEDIA ATLANTIC CITY III, LLC

TOWNSQUARE MEDIA ATLANTIC CITY LICENSE, LLC

TOWNSQUARE MEDIA ATLANTIC CITY, LLC

TOWNSQUARE MEDIA AUGUSTA WATERVILLE LICENSE, LLC

TOWNSQUARE MEDIA AUGUSTA WATERVILLE, LLC

TOWNSQUARE MEDIA BANGOR LICENSE, LLC

TOWNSQUARE MEDIA BANGOR, LLC

TOWNSQUARE MEDIA BATTLE CREEK LICENSE LLC

TOWNSQUARE MEDIA BATTLE CREEK LLC

TOWNSQUARE MEDIA BILLINGS LICENSE, LLC

TOWNSQUARE MEDIA BILLINGS, LLC

TOWNSQUARE MEDIA BINGHAMPTON LICENSE, LLC

TOWNSQUARE MEDIA BINGHAMPTON, LLC

TOWNSQUARE MEDIA BISMARCK LICENSE, LLC

TOWNSQUARE MEDIA BISMARCK, LLC

TOWNSQUARE MEDIA BOISE LICENSE, LLC

TOWNSQUARE MEDIA BOISE, LLC

TOWNSQUARE MEDIA BOZEMAN LICENSE, LLC

TOWNSQUARE MEDIA BOZEMAN, LLC

TOWNSQUARE MEDIA BROADCASTING, LLC

TOWNSQUARE MEDIA CASPER LICENSE, LLC

TOWNSQUARE MEDIA CASPER, LLC

TOWNSQUARE MEDIA CEDAR RAPIDS LICENSE LLC

TOWNSQUARE MEDIA CEDAR RAPIDS LLC

TOWNSQUARE MEDIA CHEYENNE LICENSE, LLC

TOWNSQUARE MEDIA CHEYENNE, LLC

TOWNSQUARE MEDIA DANBURY LICENSE LLC

TOWNSQUARE MEDIA DANBURY LLC

TOWNSQUARE MEDIA DUBUQUE LICENSE, LLC

TOWNSQUARE MEDIA DUBUQUE, LLC

TOWNSQUARE MEDIA DULUTH LICENSE, LLC

TOWNSQUARE MEDIA DULUTH, LLC

TOWNSQUARE MEDIA FARIBAULT LICENSE LLC

TOWNSQUARE MEDIA FARIBAULT LLC

TOWNSQUARE MEDIA GRAND JUNCTION LICENSE, LLC

TOWNSQUARE MEDIA GRAND JUNCTION, LLC

TOWNSQUARE MEDIA KALAMAZOO LICENSE LLC

TOWNSQUARE MEDIA KALAMAZOO LLC

TOWNSQUARE MEDIA KILLEEN-TEMPLE LICENSE, LLC

TOWNSQUARE MEDIA LAKE CHARLES LICENSE, LLC

TOWNSQUARE MEDIA LAKE CHARLES, LLC

TOWNSQUARE MEDIA LANSING LICENSE LLC

TOWNSQUARE MEDIA LANSING LLC

TOWNSQUARE MEDIA LARAMIE LICENSE, LLC

TOWNSQUARE MEDIA LARAMIE, LLC

TOWNSQUARE MEDIA LAWTON LICENSE, LLC

TOWNSQUARE MEDIA LAWTON, LLC

TOWNSQUARE MEDIA LICENSEE OF ALBANY AND LAFAYETTE, INC.

TOWNSQUARE MEDIA LICENSEE OF PEORIA, INC.

TOWNSQUARE MEDIA LICENSEE OF ST. CLOUD, INC.

TOWNSQUARE MEDIA LICENSEE OF UTICA/ROME, INC.

TOWNSQUARE MEDIA LUBBOCK LICENSE, LLC

TOWNSQUARE MEDIA LUBBOCK, LLC

TOWNSQUARE MEDIA LUFKIN LICENSE, LLC

TOWNSQUARE MEDIA LUFKIN, LLC

TOWNSQUARE MEDIA MISSOULA LICENSE, LLC

TOWNSQUARE MEDIA MISSOULA, LLC

TOWNSQUARE MEDIA MONMOUTH-OCEAN LICENSE, LLC

TOWNSQUARE MEDIA MONMOUTH-OCEAN, LLC

TOWNSQUARE MEDIA NEW BEDFORD LICENSE, LLC

TOWNSQUARE MEDIA NEW BEDFORD, LLC

TOWNSQUARE MEDIA ODESSA-MIDLAND II LICENSE, LLC

TOWNSQUARE MEDIA ODESSA-MIDLAND II, LLC

TOWNSQUARE MEDIA ODESSA-MIDLAND LICENSE, LLC

TOWNSQUARE MEDIA ODESSA-MIDLAND, LLC

TOWNSQUARE MEDIA PITTSFIELD, LLC

TOWNSQUARE MEDIA PITTSFIELD LICENSE, LLC

TOWNSQUARE MEDIA OF ALBANY AND LAFAYETTE, INC.

TOWNSQUARE MEDIA OF ALBANY, INC.

TOWNSQUARE MEDIA OF BUFFALO, INC.

TOWNSQUARE MEDIA OF EL PASO, INC.

TOWNSQUARE MEDIA OF EVANSVILLE/OWENSBORO, INC.

TOWNSQUARE MEDIA OF FLINT, INC.

TOWNSQUARE MEDIA OF FT. COLLINS AND GRAND RAPIDS, LLC

TOWNSQUARE MEDIA OF FT. COLLINS, INC.

TOWNSQUARE MEDIA OF GRAND RAPIDS, INC.

TOWNSQUARE MEDIA OF KILLEEN-TEMPLE, INC.

TOWNSQUARE MEDIA OF LAFAYETTE, LLC

TOWNSQUARE MEDIA OF MIDWEST, LLC

TOWNSQUARE MEDIA OF PRESQUE ISLE, INC.

TOWNSQUARE MEDIA OF ST. CLOUD, INC.

TOWNSQUARE MEDIA OF UTICA/ROME, INC.

TOWNSQUARE MEDIA ONEONTA LICENSE, LLC

TOWNSQUARE MEDIA ONEONTA, LLC

TOWNSQUARE MEDIA POCATELLO LICENSE, LLC

TOWNSQUARE MEDIA POCATELLO, LLC

TOWNSQUARE MEDIA PORTLAND LICENSE LLC

TOWNSQUARE MEDIA PORTLAND LLC

TOWNSQUARE MEDIA PORTSMOUTH LICENSE LLC

TOWNSQUARE MEDIA PORTSMOUTH LLC

TOWNSQUARE MEDIA POUGHKEEPSIE LICENSE, LLC

TOWNSQUARE MEDIA POUGHKEEPSIE, LLC

TOWNSQUARE MEDIA PRESQUE ISLE LICENSE, LLC

TOWNSQUARE MEDIA QUAD CITIES LICENSE LLC

TOWNSQUARE MEDIA QUAD CITIES LLC

TOWNSQUARE MEDIA QUINCY-HANNIBAL LICENSE, LLC

TOWNSQUARE MEDIA QUINCY-HANNIBAL, LLC

TOWNSQUARE MEDIA ROCHESTER LICENSE LLC

TOWNSQUARE MEDIA ROCHESTER LLC

TOWNSQUARE MEDIA ROCKFORD LICENSE LLC

TOWNSQUARE MEDIA ROCKFORD LLC

TOWNSQUARE MEDIA SAN ANGELO LICENSE, LLC

TOWNSQUARE MEDIA SAN ANGELO, LLC

TOWNSQUARE MEDIA SEDALIA LICENSE, LLC

TOWNSQUARE MEDIA SEDALIA, LLC

TOWNSQUARE MEDIA SHELBY LICENSE, LLC

TOWNSQUARE MEDIA SHELBY, LLC

TOWNSQUARE MEDIA SHREVEPORT LICENSE, LLC

TOWNSQUARE MEDIA SHREVEPORT, LLC

TOWNSQUARE MEDIA SIOUX FALLS LICENSE, LLC

TOWNSQUARE MEDIA SIOUX FALLS, LLC

TOWNSQUARE MEDIA TEXARKANA LICENSE, LLC

TOWNSQUARE MEDIA TEXARKANA, LLC

TOWNSQUARE MEDIA TRENTON LICENSE, LLC

TOWNSQUARE MEDIA TRENTON, LLC

TOWNSQUARE MEDIA TRI-CITIES LICENSE, LLC

TOWNSQUARE MEDIA TRI-CITIES, LLC

TOWNSQUARE MEDIA TUSCALOOSA LICENSE, LLC

TOWNSQUARE MEDIA TUSCALOOSA, LLC

TOWNSQUARE MEDIA TWIN FALLS LICENSE, LLC

TOWNSQUARE MEDIA TWIN FALLS, LLC

TOWNSQUARE MEDIA TYLER LICENSE, LLC

TOWNSQUARE MEDIA TYLER, LLC

TOWNSQUARE MEDIA VICTORIA LICENSE, LLC

TOWNSQUARE MEDIA VICTORIA, LLC

TOWNSQUARE MEDIA WATERLOO LICENSE LLC

TOWNSQUARE MEDIA WATERLOO LLC

TOWNSQUARE MEDIA WEST CENTRAL HOLDINGS, LLC

TOWNSQUARE MEDIA WEST CENTRAL INTERMEDIATE HOLDINGS, LLC

TOWNSQUARE MEDIA WEST CENTRAL RADIO BROADCASTING, LLC

TOWNSQUARE MEDIA WICHITA FALLS LICENSE, LLC

TOWNSQUARE MEDIA WICHITA FALLS, LLC

TOWNSQUARE MEDIA YAKIMA LICENSE, LLC

TOWNSQUARE MEDIA YAKIMA, LLC

TOWNSQUARE MMN, LLC

TOWNSQUARE NEW JERSEY HOLDCO, LLC

TOWNSQUARE NEXT, LLC

TOWNSQUARE RADIO HOLDINGS, LLC

TOWNSQUARE RADIO, INC.

TOWNSQUARE RADIO, LLC

ZADER ACQUISITION COMPANY LLC,

each as a Guarantor

By: /s/ Stuart Rosenstein___________

Name: Stuart Rosenstein

Title: Executive Vice President and Chief Financial Officer

ROYAL BANK OF CANADA,

as Administrative Agent

By:	/s/ Rodica Dutka___________

Name: Rodica Dutka

Title: Manager, Agency[LENDER],

as [Lender]

By:

Name:

Title: