10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from  to

Commission file number 001-14691

DIAL GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-3980449
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

_________________________________

220 West 42nd Street

New York, NY 10036

(212)-419-2900

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	NASDAQ Stock Market LLC

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company R

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of common stock held by non-affiliates of the registrant was approximately $3,923,000 based on the last reported sales price of the registrant’s common stock on June 30, 2011 and assuming solely for the purpose of this calculation that all directors and officers of the registrant are “affiliates.” The determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 23, 2012, 22,759,322 shares (excluding treasury shares) of Class A common stock, par value $0.01 per share, 34,237,638 of Class B common stock, par value $0.01, and 9,691,374 shares Series A Preferred Stock, par value $.01per share were outstanding.

Documents Incorporated By Reference

Portions of the registrant’s definitive proxy statement for our 2012 annual meeting of stockholders (which will be filed with the Commission within 120 days of the registrant’s 2011 fiscal year end) are incorporated by reference in Part III of this Form 10-K.

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	Page
PART I	3
Item 1. Business	3
Item 1A. Risk Factors	8
Item 1B. Unresolved Staff Comments	13
Item 2. Properties	14
Item 3. Legal Proceedings	14
Item 4. [Removed and Reserved]	14
PART II	14
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6. Selected Financial Data	16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	25
Item 8. Financial Statements and Supplementary Data	26
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A. Controls and Procedures	26
Item 9B. Other Information	27
PART III	27
Item 10. Directors and Executive Officers and Corporate Governance	27
Item 11. Executive Compensation	28
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13. Certain Relationships and Related Transactions, and Director Independence	28
Item 14. Principal Accountant Fees and Services	28
PART IV	29
Item 15. Exhibits and Financial Statement Schedules	29
SIGNATURES
Index to Consolidated Financial Statements and Financial Statement Schedule	F - 1
Exhibit 10.9
Exhibit 10.35
Exhibit 14.1
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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PART I

(In thousands, except share and per share amounts)

Item 1.Business

In this report, “Dial Global," “Company,” “registrant,” “we,” “us” and “our” refer to Dial Global, Inc. (formerly known as Westwood One, Inc. ("Westwood")). All dollar amounts are in thousands, except per share amounts and where otherwise noted. In this report, “Verge” refers to Verge Media Companies, Inc. (together with its subsidiaries). On December 12, 2011, Westwood changed its name to Dial Global, Inc.

Westwood One Merger

On October 21, 2011 (the "Merger Date"), we announced the consummation of the transactions (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2011 (as amended, the "Merger Agreement"), by and among Westwood, Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC, "Merger Sub"), and Verge. Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company.

Pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. In connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. Westwood issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of common stock of Westwood on a fully diluted basis. In connection with the Merger, Westwood also issued 9,691.374 shares of the Series A Preferred Stock (the “Series A Preferred Stock") to Verge stockholders, in accordance with the Merger Agreement. The consideration exchanged for the Merger totaled $102,379, which is comprised of the market value as of the Merger Date of Westwood's Class A Common Stock of $81,830, the market value of Series A Preferred Stock of $9,691 (calculated by multiplying the number of such preferred shares by the liquidation preference of $1,000 per share), the fair value of the assumed Westwood stock options and RSUs of $1,178 and the purchase accounting consideration exchanged in Verge's purchase of the 24/7 Formats business ("24/7 Formats") of $9,680, which includes the payment to Westwood of $4,730 and the gain from the 24/7 Formats purchase of $4,950. The preliminary purchase accounting allocations have been recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date.

For a more detailed description of the agreements including the new credit facilities entered into in connection with the Merger, see Note 3 — Acquisitions in our consolidated financial statements contained herein.

The Merger is accounted for as a reverse acquisition of Westwood by Verge under the acquisition method of accounting in conformity with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805 Business Combinations. Under such guidance, the transaction has been recorded as the acquisition of Westwood by the Company. The historical accounting of the Company is that of Verge and the acquisition purchase price of Westwood has been recorded based on the fair value of Westwood on the date of acquisition. The purchase price has been allocated to the assets and liabilities of Westwood based on the fair value of such assets and liabilities on the Merger Date with any residual value recorded in goodwill.

The consolidated statements of operations and cash flows in this report include the results of Westwood from October 22, 2011 to December 31, 2011. The consolidated balance sheet as of December 31, 2011 includes the Westwood preliminary purchase accounting balances acquired in the Merger, while the balance sheet as of December 31, 2010 does not include Westwood's balances.

Our executive team is led by co-Chief Executive Officers, Spencer Brown, David Landau and Ken Williams. Our Board of Directors consists of nine directors, including Chairman Neal Schore, co-CEO Spencer Brown, two employees of each of our major stockholders, Oaktree Capital Management, L.P. ("Oaktree") and The Gores Group, LLC ("Gores"), and three directors (Peter Murphy, Jules Haimovitz and Mel Ming) who are deemed “independent” pursuant to NASDAQ rules and regulations. Our directors have distinguished careers in the media and entertainment industry and/or in finance. As a result of the Merger, funds managed by Oaktree (through its ownership of Triton Media Group, LLC ("Triton")) and Gores (directly or indirectly) own approximately 44% and 31%, respectively, of our outstanding common stock as of December 31, 2011.

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Radio Business

We are organized as a single business segment, which is our Radio business. We are an independent, full-service network radio company that distributes, produces, and/or syndicates programming and services to more than 8,500 radio stations nationwide including representing/selling audio content of third-party producers. We produce and/or distribute over 200 news, sports, music, talk and entertainment radio programs, services and digital applications, as well as audio content from live events, turn-key music formats (the "24/7 Radio Formats"), prep services, jingles and imaging. We have no operations outside the United States, but sell to customers outside of the United States. A more complete description of our programs and services is described under “Operations” below.

In exchange for our programs and services, and through our advertising sales representation, we primarily receive commercial air time from radio stations and aggregate the air time to sell to national advertisers; to a lesser extent, we receive cash. By aggregating and packaging commercial airtime across radio stations nationwide, we offer our advertising clients/customers a cost effective way to reach a broad audience, and to target their audience on a demographic and geographic basis.

We are headquartered in New York City, with broadcast facilities (from which we create, produce and distribute our programming and services) in New York, Washington, D.C., the greater Los Angeles metropolitan area, Dallas (TM Studios), Denver (our 24/7 Radio Formats) and Seattle.  We have regional sales offices throughout the country, including in the foregoing locations and Atlanta, Chicago, Detroit, Miami and Nashville.

Our Clients/Customers

We provide our services to three distinct client/customer groups:

• Radio Stations. We offer stations programming and services suitable for every market size at a reasonable cost. Stations can preserve their cash because we offer our programming and services on a barter basis, meaning that stations provide us with commercial airtime in return for our programming/services.

• Advertisers/Agencies. We offer advertisers (and the advertising agencies that represent them) sales networks with nationwide market coverage and broad demographic targeting given our broad range of programming and services. With over 8,500 radio stations as our customers, covering all top 100 markets and reaching over 200 million listeners, we help ensure advertisers that their message will be heard nationwide by the listeners they are seeking.

• Content Producers. We offer content producers a full-service partnership, unique in the radio industry given our national reach, sales force and back office team. When we “represent” a content producer on a national level, our ad sales team reaches out to advertisers, our research department provides audience metrics and relevant demographic information and our trafficking department provides back office support so producers can focus on developing their content. Our sales teams are managed by industry veterans.

Long-Standing Relationships

As part of providing our customers with compelling content, we manage key programs and partnerships, some of which date back several decades. We have partnered (either directly or through our relationship with CBS) with the National Football League (NFL) as its network radio primetime partner since 1988 and with the National Collegiate Athletic Association (NCAA) to be the exclusive radio provider of certain NCAA Championship games, including “March Madness” and the Men's NCAA Basketball Championship Tournament, since 1981. 2012 marks our 57^th year broadcasting the Masters Tournament and our 13^th broadcast of the Olympic Games since 1988. We have been the exclusive radio network distributor of CBS News since 1994 and of NBC since 1987. In Entertainment and Talk, we have partnered with Viacom/MTV on various programming for 18 years and with the National Academy of Recording Arts & Sciences and the GRAMMYS since 1998.

Strategy

Our long-term operating strategy is focused on expanding the products and services that we provide to our client/customer base. We believe there is a growing need across the industry for a provider of affordable quality programming, as well as a proven sales network. As the radio industry continues to consolidate, there is an existing opportunity to provide greater and more diverse services to our customers. We are focused on expanding our industry presence and servicing our customers and will continue to identify opportunities to expand our business through organic means and potential mergers and acquisitions.

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We believe we are a unique company that brings together a diverse portfolio of programming, complemented by a range of additional services, and supported by sales networks with exceptional market coverage and powerful targeting capabilities. We believe we are among the leaders in identifying and utilizing industry-leading technologies, such as our distribution platforms, STORQ and EZ Local, that promote efficiency for radio stations and improve ease of use. Our business is driven in part by our heightened focus on customer service, which has allowed us to develop and maintain long-standing relationships with radio stations, advertisers, programming partners and independent content providers. Our commitment to serving our clients/customers and providing a high level of accountability is the core of our business model, and will continue to be so as we look for opportunities to expand our programming offerings and the services we provide.

Operations

Programs

Dial Global maintains leadership positions in a range of programming categories, supported by a diverse portfolio of iconic brand partners that reach over 200 million listeners. This portfolio includes, but is not limited to the following:

• Sports: NFL, NCAA Football and Basketball, the Masters, the Olympic Games and Motor Racing Network (NASCAR and ISC);

• News: CBS, NBC, CNBC, Dow Jones and AP Radio;

• Music, Events and Entertainment: GRAMMYS, Academy of Country Music Awards, John Tesh and The Lia Show;

• Talk: Charles Osgood, Dennis Miller, Ed Schultz, Stephanie Miller and Clark Howard; and

• 24/7 Radio Formats: Our radio programmers and consultants provide a broad menu of ten music formats (e.g., country, AC, contemporary, rock) to 1,600 radio stations which include programming 24 hours a day, 7 days a week. We call this a “turn-key” service because a radio station obtains a complete, ready-to-use service, including music, personalities, promotions and imaging, which a station may customize based on its needs and preferences. The service is adaptable and a station can use as much or as little as it desires to complement its local programmingorenhance its overnight and weekend programming.

In addition to our programming (we provide over 200 programs and services), our content and services provided through our TM Studios include prep services, music libraries, radio and TV station imaging packages, production music, jingles and our digital properties, a brief summary of which follows.

Services

Programming Services. We provide radio stations with a wide variety of products and services to assist them in their business and the creation of programming. Examples include our DJ prep services, covering a broad spectrum of music and entertainment reporting, jingles and imaging to be incorporated into stations' websites, and digital content. Our prep services can be targeted by genre and can include everything from music, entertainment, hard news, film bites, gossip, comic clips and special event coverage. Our sports prep product includes topical sports stories and headlines.

Digital. Our digital properties include 17 owned and operated websites that range from dedicated program sites (www. osgoodfile.com and www.dennismillerradio.com), a destination sports site (www.dialglobalsports.com) and most recently, www.goradio.com, a “radio magazine” which we launched in February 2012. In 2012, we will transmit our March Madness NCAA play-by-play coverage on www.dialglobalsports.com. Our mobile applications include applications for our top programming and over 1 million persons have signed up for our social media accounts on Twitter, Facebook and Google+. We also represent (i.e., perform ad sales) Triton and a variety of its digital properties, such as Slacker Radio, StickyFish and Digital Ivy.

Radio Voodoo. Our Interactive Voice Response (IVR) phone system helps radio stations answer the phones and facilitates call-ins, contesting, text messaging and polling. The system can be customized to be format and demo specific and assists stations in providing information their listeners are interested in hearing.

Based on Arbitron's Spring 2011 ratings book, Dial Global reaches more than 40 million consumers in “morning drive” every week. (Source: Arbitron Spring 2011 Nationwide P12+ MF 6a10a Cume Persons).  The Arbitron data and report quoted herein is copyrighted by Arbitron and is subject to all limitations and qualifications disclosed in such report.    

Our goal is to maximize the yield of our available commercial airtime to optimize revenue and profitability.

We derive substantially all of our revenue from the sale of 60 second and 30 second commercial airtime to advertisers. Our

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advertisers who target national audiences generally find that a cost effective way to reach their target consumers is to purchase 30 or 60 second advertisements, which are principally broadcast in our news, talk, sports, music and entertainment-related programming and content.

There are a variety of factors that influence our revenue on a periodic basis, including but not limited to: (1) economic conditions and the relative strength or weakness in the United States economy; (2) advertiser spending patterns and the timing of the broadcasting of our programming, principally the seasonal nature of sports programming; (3) advertiser demand on a local/regional or national basis for radio related advertising products; (4) increases or decreases in our portfolio of program offerings and the audiences of our programs, including changes in the demographic composition of our audience base; and (5)  competitive and alternative programs and advertising mediums.

Our commercial airtime is perishable and, accordingly, our revenue is significantly impacted by the commercial airtime available at the time we enter into an arrangement with an advertiser. Commercial airtime is sold and managed on an order-by-order basis; therefore, our ability to specifically isolate the relative historical aggregate impact of price and volume is not practical. We closely monitor advertiser commitments for the current calendar year, with particular emphasis placed on the annual upfront process, where advertisers make significant advance commitments to purchase advertising in the following year. We take the following factors, among others, into account when pricing commercial airtime: (1) the dollar value, length and breadth of the order; (2) the desired reach and audience demographic; (3) the quantity of commercial airtime available for the desired demographic requested by the advertiser for sale at the time their order is negotiated; and (4) the proximity of the date of the order placement to the desired broadcast date of the commercial airtime.

Digital Services Business Spin-Off

The Digital Services business provides streaming, measurement, advertising management and monetization and audience engagement solutions. As described in more detail under Note 4 — Discontinued Operations, on July 29, 2011, the then Board of Directors approved a spin-off of the Digital Services business to a related entity owned by our sole shareholder at that time. For all periods presented in this report, the results of the Digital Services business are presented as a discontinued operation and will continue to be presented as discontinued operations in all future filings in accordance with generally accepted accounting principles in the United States. The Digital Services business provides streaming, measurement, advertising management and monetization and audience engagement solutions, which cover database, audience and web management systems, to thousands of radio stations worldwide.

Competition

In the markets in which we operate, we compete for advertising revenue with other radio networks and other forms of communications media, including network and cable television, digital, out-of-home, direct response and point-of-sale.

As the radio industry has consolidated, companies owning large groups of stations have competing radio networks, which have resulted in increased competition for local, regional, national and network radio advertising expenditures. Our primary competitors are Clear Channel's Premiere Radio Networks division and Cumulus Media (which purchased Citadel Media in 2011). To a lesser degree, we also compete against smaller regional peers in certain of our markets. Unlike our primary competitors, we do not own radio stations and are an independent radio network that is not affiliated with or controlled by a major media company. This operating model affords us distinct advantages, including the ability for us to provide our primary competitors with programming content and services. We market our programs to radio stations (affiliates) that we believe will have the largest and most desirable listening audience for our programs. Given the breadth of our programming, we routinely have different programs airing in the same time frame on multiple stations in the same geographic market. As a result we have a diversified group of radio stations that carry our programming formats (news, sports, music, entertainment and talk) from which national advertisers and radio stations may choose. Since we produce and distribute many of the programs that we syndicate, we are able to respond effectively and efficiently to the preferences and needs of our advertisers and radio station clients.

At the local radio station level, higher production and operating costs have led to increased demand for quality programming from outside sources. As the number and type of radio program formats has grown, local stations are competing for more ways to differentiate themselves and attract local audiences. In this competitive environment, we are able to provide our affiliates with quality programming that is cost effective and various services, including prep services, jingles and imaging, and digital content. We do not compete with local stations directly for revenue as our advertising inventory is sold on a network basis and is usually connected to other programming.

We believe that the quality, diversity and breadth of our programming and services, our independence and the strength of our affiliate relations and advertising sales forces, enable us to compete effectively with other forms of media.

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CBS Agreement

Our Master Agreement with CBS Radio documents a long-term distribution arrangement in which CBS Radio will broadcast certain of our commercial inventory through March 31, 2017 in exchange for certain programming and/or cash compensation. This agreement is particularly important to us given our competitors have guaranteed and varied distribution channels. As an independent radio network we provide programming to all major radio station groups, however, our extended affiliation agreements with most of CBS Radio's owned and operated radio stations provide us with guaranteed distribution to a significant portion of audience that we sell to advertisers in top radio markets which helps us compete with our competition, some of whom own hundreds of stations.

Government Regulation

Radio broadcasting and station ownership are regulated by the Federal Communications Commission (the “FCC”). As a producer and distributor of radio programs and information services, but not an owner and operator of radio stations, we are generally not subject to regulation by the FCC.

Employees

On December 31, 2011, we had approximately 600 employees, including approximately 100 part-time employees. In addition, we maintain continuing relationships with numerous independent writers, program hosts, technical personnel and producers. Approximately 60 of our employees are covered by collective bargaining agreements. We believe relations with our employees, unions and independent contractors are good.

Available Information

We are a Delaware corporation. (Westwood was re-incorporated in Delaware on June 21, 1985.) Our current and periodic reports filed with the Securities and Exchange Commission (“SEC”), including amendments to those reports, may be obtained through our Internet website at www.dialglobal.com; directly from us in print at no charge and upon request to Dial Global, Inc., 220 West 42nd Street, New York NY, 10036, Attn: Secretary or from the SEC's website at www.sec.gov free of charge after we file these reports with the SEC. Additionally, any reports or information that we file with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street, Washington, DC. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.

Cautionary Statement regarding Forward-Looking Statements

This annual report on Form 10-K, including Item 1A-Risk Factors and Item 7-Management's Discussion and Analysis of Results of Operations and Financial Condition, contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make or others make on our behalf. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements are not based on historical fact but rather are based on management's views and assumptions concerning future events and results at the time the statements are made. No assurances can be given that management's expectations will come to pass. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Any forward-looking statements included in this document are only made as of the date of this document and we do not have any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

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Item 1A. Risk Factors

An investment in our common stock is speculative and involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Annual Report on Form 10-K. The risks described below could have a material adverse effect on our business, financial condition and results of operations. Included below are risk factors arising from our recent Merger with Westwood, which closed on October 21, 2011. The risk factors below should be read in conjunction with other information contained in this report as our business, financial condition or results of operations could be adversely affected if any of these risks actually occur.

Risks Related to Our Business and Industry

We have significantly increased the amount of our indebtedness and have limited liquidity, which could adversely affect our operations, flexibility in running our business and our ability to service our debt if our future operating performance does not meet our financial projections.

After the Merger, we have a $155,000 First Lien Credit Agreement; an $85,000 Second Lien Credit Agreement, and a $25,000 revolving credit facility under which $4,600 has been drawn as of December 31, 2011 (collectively our "New Credit Facilities") (not including $2,020 in letters of credit used as security on various leased properties and issued thereunder as of December 31, 2011). We also have $30,000 in aggregate principal amount of PIK Notes outstanding (with additional accrued PIK interest of $875), giving us a total of $264,217 of indebtedness, net of original issue discount of $11,258, as of December 31, 2011. Our ability to service our debt for the next twelve months will depend on our financial performance in an uncertain and unpredictable economic environment, competitive pressures and most significantly, our ability to achieve the cost-savings/synergies predicted as a part of the integration of the companies, which synergies are significant. Also, as was the case with our former indebtedness, our New Credit Facilities include substantial non-financial covenants, including one that restricts our ability to incur additional indebtedness beyond certain minimum baskets. If our operating results decline and we do not meet our financial projections, and we are unable to obtain a waiver to increase our indebtedness and/or successfully raise funds through an issuance of equity, we would lack sufficient liquidity to operate our business in the ordinary course, which would have a material adverse effect on our business, financial condition and results of operations. If we were then unable to meet our debt service and repayment obligations under our New Credit Facilities, we would be in default under the terms of the agreements governing our New Credit Facilities, which if uncured, would allow our lenders to declare all outstanding indebtedness to be due and payable and materially impair our financial condition and liquidity.

We have a history of losses from continuing operations and there can be no assurance that our performance will improve, even after taking into account our Merger with Westwood, which had a history of operating losses. If we were to incur operating losses, we could lack sufficient funds to continue to operate our business in the ordinary course.

Our operating results have been significantly affected by the economic downturn that commenced in 2008. During the economic downturn, advertisers and the agencies that represent them increased pressure on advertising rates, and in some cases, requested steep percentage discounts on ad buys, demanded increased levels of inventory, re-negotiated booked orders and released advertising funds as late as possible in the cycle. Although the economy has shown signs of improvement, the overall economic recovery,

especially in the advertising marketplace, has been slower.  Advertisers' demands and advertising budgets have not improved to

pre-recession levels, and we cannot provide any assurance as to whether we will be able to continue to increase our operating performance.  If a double-dip recession were to occur or if we do not generate advertising revenue to meet our projections, our financial position could worsen to the point where we would lack sufficient liquidity to continue to operate our business in the ordinary course.

The cost of our indebtedness is substantial, which further affects our liquidity and could limit our ability to implement our business plan.

As described above, after the Merger, we have a $155,000 First Lien Credit Agreement which currently bears interest at a variable rate of 8.0% per annum; an $85,000 Second Lien Credit Agreement which currently bears interest at a variable rate of 13.0% per annum, $30,000 in aggregate principal amount of PIK Notes outstanding which bear interest at 15.0% per annum and a $25,000 revolving credit facility under which $4,600 is drawn (not including $2,020 in letters of credit as of December 31, 2011) and currently bears interest at a variable rate of 8.75% per annum. As a result at current interest rates, the average annual interest expense on our current debt over the next four years is approximately $34,000 per year (compared to approximately $23,200 in interest expense in 2011 for our long-term debt, excluding prepayment penalties and accelerated amortization of deferred costs). Further, the interest on our debt that is variable such that at December 31, 2011, if interest rates increased or decreased by 100 basis points, annualized interest expense would increase or decrease by approximately $1,220 ($740 after tax), based on our exposure to interest rate changes on debt that is not covered by swaps. As required by the terms of the First Lien Credit Agreement,

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we will pay down $3,875, $7,750, $11,625, and $15,500 of our first lien debt during 2012, 2013, 2014 and 2015, respectively. Additionally, beginning in 2013 (within 5 business days of the delivery of our 2012 annual financial statements), under First Lien Credit Agreement, we will be required to pay down an amount equal to (x) 75% of the Excess Cash Flow (as defined in the agreement) for the preceding fiscal year less (y) any voluntary (optional) prepayments during such fiscal year or voluntary prepayments of revolving loans and swing loans during such fiscal year to the extent the such loans were permanently and concurrently reduced thereby. If the economy does not continue to improve and if advertisers continue to maintain reduced budgets, if our financial results continue to come under pressure, or the variable interest rates on our debt increase, we may be required to delay the implementation or reduce the scope of our business plan and our ability to develop or enhance our services or programs will likely be impacted. Without additional revenue, we may be unable to take advantage of business opportunities, such as acquisition opportunities or securing rights to name-brand or popular programming (or developing new services), or respond to competitive pressures. If any of the foregoing should occur, this could have a material and adverse effect on our business.

If our operating results do not achieve our financial projections, we may require additional funding, which if not obtained, would have a material and adverse effect on our business continuity and our financial condition.

We are operating in an uncertain economic environment, where the pace of an advertising recovery is unclear and we are facing increased cost pressures as described above. We have approximately $264,217 in outstanding in indebtedness, as described above. If our operating results fall short of our financial projections, we may need additional funds. If further financing is limited or unavailable to us or if we are forced to fund our operations at a higher cost, these conditions could require us to curtail our business activities or increase our cost of financing, both of which could reduce our profitability or increase our losses. If we were to require additional financing, which could not then be obtained, it would have a material adverse effect on our financial condition and on our ability to meet our obligations.

The nature of the news talk format in network radio programming means our advertisers' commercials may air in or adjacent to programming that is not owned or represented by us, and, as demonstrated by recent events, may be sufficiently controversial  that advertisers do not want to be associated with it or with news talk programming at all, which could ultimately have a material impact on our advertising revenue.

Recent events surrounding a nationally syndicated talk personality employed by another company have created issues in news talk formats (like those provided by us) as certain ads by advertisers, not included in controversial programming, have become associated with such controversial talk programming as a result of their proximity to the broadcast.  While these events have prompted us to review our internal systems and procedures to determine if processes exist that would allow us to better separate our advertisers' ads from certain controversial programming, such a process will take some time to fully develop and even if developed, advertisers may decide to exit news talk programming altogether.  If advertisers in talk radio programming such as ours, reduce their advertising budgets with us as a result of recent events, this could have an adverse effect on our revenue, which if material, could have an adverse effect on our results of operations.

CBS Radio provides us with a significant portion of our commercial inventory and audience that we sell to advertisers. A material reduction in the audience delivered by CBS Radio stations or a material loss of commercial inventory from CBS Radio would have an adverse effect on our advertising sales and financial results.

While we provide programming to all major radio station groups, we have affiliation agreements with most of CBS Radio's owned and operated radio stations which, in the aggregate, provide us with a significant portion of the audience and commercial inventory that we sell to advertisers, much of which is in the more desirable top 10 radio markets. Although the compensation we pay to CBS Radio under our arrangement is adjustable based on the audience levels and commercial clearance it delivers (i.e., the percentage of commercial inventory broadcast by CBS Radio stations), any significant loss of audience or inventory delivered by CBS Radio stations, including, by way of example only, as a result of a decline in station audience, commercial clearance levels or station sales that resulted in lower audience levels, would have a material adverse impact on our advertising sales and revenue. There can be no assurance that CBS Radio will maintain audience and clearance levels and these higher levels mean our station compensation payable to CBS Radio has been significantly increased. While our arrangement with CBS Radio is scheduled to continue through 2017, there can be no assurance that such arrangement will not be breached by either party prior to 2017. If our agreement with CBS Radio were terminated as a result of such breach, our results of operations could be materially impacted.

Our business is subject to increased competition from new entrants into our business, consolidated companies and new technologies/platforms, each of which has the potential to adversely affect our business.

Our business operates in a highly competitive environment. Our radio programming competes for audiences and advertising revenue directly with radio stations and other syndicated programming. We also compete for advertising dollars with other media such as television, satellite radio, Internet radio, newspapers, magazines, cable television, outdoor advertising, direct mail and,

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increasingly, digital media. While the overall radio audience has remained stable, these new media platforms have gained an increased share of advertising dollars and their introduction could lead to decreasing revenue for traditional media. Additionally, new or existing competitors may have resources significantly greater than our own. In particular, the consolidation of the radio industry has created opportunities for large radio groups, such as Clear Channel Communications, CBS Radio and Cumulus Media to gather information and produce radio programming on their own. If other content companies were to merge with companies with a distribution network, the demand for our programming could decrease if those content providers elect to broadcast more of their programming on their owned and operated radio stations instead of on stations affiliated with external radio networks, such as our network. While we believe that our recent Merger has provided us with a broader, more robust and more diverse range of programming and services, we do not own and operate radio stations, while each of the aforementioned competitors do, which provides them with a built-in distribution network for their programs and products. As a result, the Merger may not necessarily translate into our ability to increase our programming, services, ratings, reach or advertising revenue, particularly if we are unable to maintain pre-Merger relationships with our customers or if more content providers begin to partner with distributors. To the extent the audience for our programs declines, advertisers' willingness to purchase our advertising could be reduced.

Our failure to obtain or retain the rights in popular programming could adversely affect our operating results.

The operating results from our radio programming business depends in part on our continued ability to secure and retain the rights to popular programming and then to sell such programming at a profit. We obtain a significant portion of our programming from third parties. For example, some of our most widely heard broadcasts, including certain NFL and NCAA games, are made available based upon programming rights of varying duration that we have negotiated with third parties. Competition for popular programming that is licensed from third parties is intense, and due to increased costs of such programming or potential capital constraints, we may be outbid by our competitors for the rights to new, popular programming or to renew popular programming currently licensed by us. Even when we are able to secure popular programming, the fee therefor (particularly sports programs and high-profile talent) is often significantly increased as a result of the competitive bidding process, which requires that we sell the advertising in this programming at a sufficiently higher volume and rate to offset the increased fees. While the Merger has diversified our business and provided us with a wider array of programming and services, our failure to obtain or retain rights to popular content could adversely affect our operating results.

If we are not able to integrate future merger and acquisition ("M&A") activity successfully, our operating results could be harmed.

We evaluate M&A opportunities, including acquisitions and dispositions, on an ongoing basis and intend to pursue opportunities in our industry and related industries that can assist us in achieving our growth strategy. The success of our future strategy will depend on our ability to identify, negotiate, complete and integrate M&A opportunities and, if necessary, to obtain satisfactory debt or equity financing to fund such opportunities. M&A is inherently risky, and any M&A transactions we do complete may not be successful.

Even if we are able to consummate the M&A transactions we pursue, such transactions may involve certain risks, including, but not limited to, the following: 

• diversion of our management's attention from normal daily operations of our business;

• responsibility for the liabilities of the businesses we sell, merge with and/or acquire;

• insufficient revenue to offset increased expenses associated with the M&A transactions we consummate or inability to realize the synergies we identify;

• inability to maintain the key business relationships and reputations in connection with such M&A;

• potential loss of key employees in connection with any M&A we undertake;

• difficulty in integrating and managing the operations, technologies and products of the companies we merge with and/or acquire;

• uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions; and

• dependence on unfamiliar affiliates and partners of the companies we merge with and/or acquire.

Any future M&A transaction would require the consent of our lenders under the New Credit Facilities.

Our success is dependent upon audience acceptance of our content which is difficult to predict.

Revenue from our radio business is dependent on our continued ability to anticipate and adapt to changes in consumer tastes and behavior on a timely basis. Because consumer preferences are consistently evolving, the commercial success of a radio program is difficult to predict. It depends on the quality and acceptance of other competing programs, the availability of alternative forms

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of entertainment, general economic conditions and other tangible and intangible factors, all of which are difficult to predict. An audience's acceptance of programming is demonstrated by rating points which are a key factor in determining the advertising rates that we receive. Low ratings can lead to a reduction in pricing and advertising revenue. Consequently, low public acceptance of our content could have an adverse effect on our results of operations.

Risks Related to Our Common Stock

Our common stock may not maintain an active trading market which could affect the liquidity and market price of our common stock.

Our common stock is listed on the NASDAQ Global Market. However, there can be no assurance that an active trading market on the NASDAQ Global Market will be maintained, that our common stock price will increase or that our common stock will continue to trade on the exchange for any specific period of time. If we are unable to maintain our listing on the NASDAQ Global Market, we may be subject to a loss of confidence by customers and investors and the market price of our shares may be affected.

Sales of additional shares of common stock by Triton, Gores or our other significant equity holders (former holders of Westwood's Senior Notes) could adversely affect the stock price, particularly given the thin daily trading volume in our Class A common stock.

Triton and Gores own approximately 59% and 31%, respectively, of our common stock on a combined basis (i.e., Class B common stock and Class A common stock, respectively). There can be no assurance that at some future time Triton, Gores, or our other former holders of our Senior Notes, will not, subject to the applicable requirements under the Securities Act, sell additional shares of our common stock, which could adversely affect our share price, particularly because so much of our Class A common stock is closely held which means we have a low public float and the daily trading volume is light. The perception that these sales might occur could also cause the market price of our common stock to decline. Such sales could also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Triton and Gores are able to exert significant influence over us and our significant corporate decisions and may act in a manner that advance their best interest and not necessarily those of other stockholders.

As a result of their collective beneficial ownership of 90% of our common stock, Triton and Gores have voting control over our corporate actions. Gores owns 76% of the Class A common stock (which accounts for 41% of our common stock on a combined basis), which votes as a separate class on certain actions; and Triton owns 100% of the Class B common stock (which accounts for 59% of our common stock on a combined basis), which also votes as a separate class on certain actions. For so long as Triton and Gores continue to beneficially own shares of common stock representing more than 50% of the voting power of our common stock, they will be able to elect the members of our Board of Directors and determine the outcome of all matters submitted to a vote of our stockholders, including matters involving mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional shares of common stock or other equity securities and the payment of dividends on common stock (subject to the covenants and limitations set forth in our New Credit Facilities).

Each of Triton and Gores may act in a manner that advances their best interests and not necessarily those of other stockholders by, among other things:

• delaying, deferring or preventing a change in control;

• impeding a merger, consolidation, takeover or other business combination;

• discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control; or

• causing us to enter into transactions or agreements that are not in the best interests of all of our stockholders.

Provisions in our restated certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our restated certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that stockholders could receive a premium for their common stock in an acquisition. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock. This provision of the Delaware

11

General Corporation Law could delay or prevent a change of control of our company, which could adversely affect the price of our common stock.

We do not anticipate paying dividends on our common stock.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently anticipate that we will retain all of our available cash, if any, for use as working capital and for other general corporate purposes. Any payment of future cash dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. In addition, our New Credit Facilities restrict the payment of dividends.

Any further issuance of shares of preferred stock by us could delay or prevent a change of control of our company, further dilute the voting power of the common stockholders and adversely affect the value of our common stock.

Our Board of Directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to 200,000 shares of preferred stock, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. To the extent we choose to issue preferred stock, any such issuance may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. In connection with the Merger, we issued 9,691.374 shares of Series A Preferred Stock leaving 190,308.626 shares of preferred stock available for future issuance.

The further issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock (as was the case with the Series A Preferred Stock) could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price causing economic dilution to the holders of common stock.

Risks Related to the Merger

The anticipated operational benefits of the Merger may not be realized fully and may take longer to realize than expected.

The success of the Merger will depend, in part, on our ability to successfully combine the businesses of Westwood One and Verge, which prior to the closing of the Merger, operated as two independent companies, and realize the anticipated benefits, including innovation, operational efficiencies and growth opportunities, from the combination. As an example, we may not be able to eliminate the duplicative costs we have planned to eliminate or we may incur expenses not presently contemplated by us as a result of the integration of the two businesses.

The Merger involves the integration of two businesses, which is a complex and time-consuming process and could result in material challenges, including, without limitation:

• the diversion of management's attention from ongoing business concerns and performance shortfalls as a result of the devotion of management's attention to the Merger;

• unanticipated issues in integrating information technology, communications and other systems;         

• the possibility of faulty assumptions underlying expectations regarding the integration process;     

• making any necessary modifications to internal financial control standards to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder;

• retaining existing clients and attracting new clients;             

• consolidating corporate and administrative infrastructures and eliminating duplicative operations;    

• coordinating geographically separate organizations and facilities;             

• managing a larger combined company;             

• maintaining employee morale and retaining key management and other employees;

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• integrating two unique corporate cultures, which may prove to be incompatible;

• unanticipated changes in applicable laws and regulations; and           

• managing tax costs or inefficiencies associated with integrating operations.

Some of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact our business, financial condition and results of operations. Even if we are able to successfully integrate the companies, there is a possibility that the Merger will not further our business strategy.

Due to legal restrictions, prior to the closing of the Merger, we undertook only general and limited planning regarding the integration of the two companies. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized when anticipated. Delays encountered in the integration process could have a material adverse effect on our revenues, expenses, operating results and financial condition.

Our financial results depend on our ability to maintain our relationships with advertisers, stations, customers and vendors, which relationships could potentially be affected by the Merger.

A substantial portion of the revenue we receive is a result of relationships with clients, customers and vendors and our future success will depend in part of our ability to maintain these client relationships and resolve potential conflicts that may arise. Our clients and vendors may have termination or other rights that may be triggered by the Merger, or these clients or vendors may decide not to maintain their level of business or to renew their existing relationships with us. If we are unable to maintain these relationships, our business, financial results and financial condition could be adversely affected.

The market price of our common stock may decline as a result of the Merger.

The market price of our common stock may decline as a result of the Merger if, among other things, (1) we are unable to achieve the expected growth in earnings, (2) if the operational cost savings estimates in connection with the integration of the businesses are not realized or (3) if the transaction costs related to the Merger are greater than expected. The market price also may decline if we do not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by investors or analysts or if the effect of the Merger on our financial results is not consistent with their expectations.

The Merger substantially reduced the percentage ownership interests of the pre-Merger Westwood stockholders; it may not be accretive and may cause dilution to our earnings per share, which may negatively affect the market price of our common stock.

In connection with the Merger, we issued 34,237,638 shares of our Class B common stock to Verge's stockholders, which represent approximately 59% of our common stock after the Merger. We could encounter additional integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the Merger, or unforeseen liabilities or other issues resulting from the Merger. All of these factors could cause dilution to our earnings per share or decrease or delay the expected accretive effect of the Merger and cause a decrease in the price of our common stock.

The foregoing risk factors that appear above may affect future performance. The accuracy of the forward-looking statements included in the risk factors above are illustrative, but are by no means all-inclusive or exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

The following table sets forth, as of December 31, 2011, the Company’s major facilities, all of which are leased.

Location	Use	Approx. Floor Space Sq. Ft.
New York, NY - 220 W. 42nd St.	Corporate Headquarters	62,700
New York, NY - 524 W. 57th St.	Broadcasting Center	11,000
Dallas, TX	Broadcasting Center	58,800
Greater Los Angeles, CA	Broadcasting Center	54,200
Centennial, CO	Broadcasting Center	25,800
Washington, DC	Broadcasting Center	4,100

We believe that our facilities are adequate for our current level of operations.

Item 3. Legal Proceedings

None

Item 4. [Removed and Reserved]

PART II

(Dollars in thousands, except per share amounts)

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On February 29, 2012, there were approximately 185 holders of record of our common stock, several of which represent "street accounts" of securities brokers. We estimate that the total number of beneficial holders of our common stock exceeds 3,800.

The following table sets forth the range of high and low sales prices for the common stock for the calendar quarters indicated.

2011	High		Low
First Quarter	$	9.99	$	6.07
Second Quarter	7.19		4.27
Third Quarter	7.00		2.65
Fourth Quarter	5.29		2.11
2010	High		Low
First Quarter	$	14.82	$	3.63
Second Quarter	17.99		7.06
Third Quarter	9.92		5.81
Fourth Quarter	11.60		7.90

On October 24, 2011, we listed our common stock on the NASDAQ Global Market under the symbol "DIAL". Prior to that, our common stock was listed on the NASDAQ Global Market under the symbol “WWON”.

The payment of cash dividends is prohibited by the terms of our New Credit Facilities, and accordingly, we do not plan on paying dividends for the foreseeable future.

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Equity Compensation Plan Information (1)

The following table contains information as of December 31, 2011 regarding our equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plus excluding securities reflected in Column (a)
	(a)	(b)
Equity compensation plans approved by security holders (1)
Options (2)	6,515,194	$6.17	(4)
Restricted Stock Units (3)	50,001	N/A	(5)
Restricted Stock	—	N/A	(5)
Equity compensation plans not approved by security holders	—	—	—
Total	6,565,195

(1) On December 19, 2011, the Board of Directors approved the Dial Global, Inc. 2011 Stock Option Plan (the “2011 Plan”).  The 2011 Plan authorizes the issuance of 8,513,052 shares of Class A common stock and on December 20, 2011 options to purchase 5,566,225 shares were awarded, leaving 2,946,827 shares of Class A common stock available for future stock option issuances. The 2011 Plan was approved by stockholders holding a majority of our outstanding voting shares by written consent.

(2) Options included herein were granted or are available for grant as part of our 2011 Plan, the 1999 Stock Incentive Plan (the "1999 Plan”), the 2005 Equity Compensation Plan (the "2005 Plan”) and/or the 2010 Equity Compensation Plan (which is an amended and restated version of the 2005 Plan)(the "2010 Plan").

(3) The 2010 Plan provides for the granting of options, restricted stock, restricted stock units (“RSUs”) and other equity compensation. Under the 2010 Plan, options, RSUs and restricted stock are deducted from this authorized total, with grants of RSUs, restricted stock and related dividend equivalents being deducted at the rate of three shares for every one share granted. On December 20, 2011, the Compensation Committee determined that the independent non-employee directors should receive annual awards of RSUs valued in an amount of $65, which were granted and vest as follows: one-twelfth (1/12) immediately and the remainder in equal one-twelfth (1/12) monthly installments beginning on December 21, 2011 and on each monthly anniversary thereafter through October 21, 2012. In 2010, our independent non-employee directors received an annual award of RSUs valued in an amount of $35, which awards were scheduled to vest over two years, beginning on the first anniversary of the grant date. The 2010 awards vested automatically upon a change in control (as defined in the 2010 Plan) and accordingly vested upon the Merger. Recipients of RSUs are entitled to receive dividend equivalents on the RSUs (subject to vesting) when and if we pay a cash dividend on our common stock. RSUs are payable in shares of our common stock and can only be granted under the 2005 Plan and 2010 Plan.

(4) Under the 2011 Plan, a maximum of 5,566,225 shares of Class A common stock (of which 2,946,827 remained available for issuance as of December 31, 2011) are authorized for issuance of stock option compensation awards.

(5) Under the 2010 Plan, a maximum of 2,650,000 shares of Class A common stock (of which 760,634 remained available for issuance as of December 31, 2011) are authorized for issuance of equity compensation awards.

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The performance graph below compares the performance of our common stock to the Dow Jones US Total Market Index and the Dow Jones US Media Index for the last five calendar years. The graph assumes that $100 was invested in our common stock and each index on December 31, 2006.

The following tables set forth the closing price of our common stock at the end of each of the last five years.

CUMULATIVE TOTAL RETURN	2007	2008	2009	2010	2011
Dial Global, Inc.	28.28	0.78	0.32	0.65	0.23
Dow Jones US Total Market Index	106.01	66.61	85.79	100.08	101.42
Dow Jones US Media Industry Index	87.40	51.45	74.77	93.58	100.38
Dial Global Closing Stock Price (1)	1.99	0.06	4.50	9.13	3.19

(1) Stock prices prior to August 3, 2009 do not reflect the 200 for 1 reverse stock split that occurred on August 3, 2009. The reverse stock split is reflected in stock prices on and after August 5, 2009.

Item 6. Selected Financial Data

N/A

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(Dollar amounts in thousands, except per share amounts)

OVERVIEW

We are organized as a single business segment, which is our Radio business. We are an independent, full-service network radio company that distributes, produces, and/or syndicates programming and services to more than 8,500 radio stations nationwide. We produce and/or distributes over 200 news, sports, music, talk and entertainment radio programs, services and digital applications, as well as audio content from live events, turn-key music formats (the 24/7 Radio Formats), prep services, jingles and imaging. In addition, we are as the largest sales representative for independent third party providers of audio content. We have no operations outside the United States, but sell to customers outside of the United States.

We derive substantially all of our revenue from the sale of 30 second and 60 second commercial airtime to advertisers. Our advertisers that target national audiences generally find that a cost effective way to reach their target consumers is to purchase 30 or 60 second advertisements, which are principally broadcast in our formats, news, talk, sports, music and entertainment related programming and content. In addition in exchange for services we receive airtime from radio stations.

We produce and distribute regularly scheduled and special sporting events and sports features, news programs, exclusive live events, music and interview shows, national music countdowns, lifestyle short features and talk programs.

Our revenues are influenced by a variety of factors, including but not limited to: (1) economic conditions and the relative strength or weakness in the United States economy; (2) advertiser spending patterns, the timing of the broadcasting of our programming, principally the seasonal nature of sports programming and the perceived quality and cost-effectiveness of our programming by advertisers and affiliates; (3) advertiser demand on a local/regional or national basis for radio related advertising products; (4) increases or decreases in our portfolio of program offerings and the audiences of our programs, including changes in the demographic composition of our audience base; and (5) competitive and alternative programs and advertising mediums.

Commercial airtime is sold and managed on an order-by-order basis. We take the following factors, among others, into account when pricing commercial airtime: (1) length and breadth of the order; (2) the desired reach and audience demographic; (3) the quantity of commercial airtime available for the desired demographic requested by the advertiser for sale at the time their order is negotiated; and (4) the proximity of the date of the order placement to the desired broadcast date of the commercial airtime.

Our revenues consist of gross billings, net of the fees (generally 15% as industry-standard) that advertising agencies receive from the advertisements broadcast on our airtime, fees to the producers of and stations that own the programming during which the advertisements are broadcast, and certain other less significant fees. Revenues from radio advertising are recognized when the advertising has aired. Revenue generated from charging fees to radio stations and networks for music libraries, audio production elements, and jingle production services are recognized upon delivery or on a straight-line basis over the term of the contract, depending on the terms of the respective contracts. Our revenues reflect a degree of seasonality, with the first and fourth quarters historically exhibiting higher revenues as a result of our professional football and college basketball programming.

In those instances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where we function as an agent or sales representative, our effective commission is presented within revenue. Although no individual relationship is significant, the relative mix of such arrangements is significant when evaluating our operating margin and/or increases and decreases in operating expenses.

The principal components of our cost of revenue are programming, production and distribution costs (including affiliate compensation and broadcast rights fees), as well as compensation costs directly related to our revenue.

Our significant other operating expenses are rental of premises for office facilities and studios, promotional expenses, research, and accounting and legal fees. Depreciation and amortization is shown as a separate line item in our financial statements.

Our compensation costs consist of compensation expenses associated with our personnel who are not associated with the cost of revenue, including our corporate staff and all stock-based compensation related to stock option awards and RSUs. Stock-based compensation is recognized using a straight-line basis over the requisite service period for the entire award.

Transaction costs include one-time expenses associated with the Merger. Restructuring charges include the costs related to our restructuring program that includes the consolidation of certain operations that reduced our workforce levels and the termination of certain contracts.

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RESULTS OF OPERATIONS

Presentation of Results

On October 21, 2011, we announced the consummation of the Merger contemplated by the Merger Agreement, by and among Westwood, Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC), and Verge. The Merger is accounted for as a reverse acquisition of Westwood by Verge under the acquisition method of accounting in conformity with the FASB ASC 805 Business Combinations. Under this guidance, the transaction has been recorded as the acquisition of Westwood by the Company. The preliminary purchase accounting allocations have been recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date.

In the fourth quarter of 2011, we announced plans to restructure certain areas of our business in connection with the acquisition of Westwood (the “2011 Program”). The 2011 Program includes charges related to the consolidation of certain facilities and operations that reduced our workforce levels during 2011 and beyond. Payments related to the 2011 Program during 2012 are expected to be $2,394, with an additional $1,504 to be paid in subsequent years until 2018.

On July 29, 2011, the then Board of Directors of Verge (pre-Merger) approved a spin-off of the Digital Services business to a related entity owned by its sole shareholder. For all periods presented in this report, the results of the Digital Services business are presented as a discontinued operation and will continue to be presented as discontinued operations in all future filings in accordance with generally accepted accounting principles in the United States. The Digital Services business provides streaming, measurement, advertising management and monetization and audience engagement solutions, which cover database, audience and web management systems, to thousands of radio stations worldwide.

We evaluate our performance based on revenue and operating income (as described below).

Twelve Months Ended December 31, 2011 Compared with the Twelve Months Ended December 31, 2010

Revenue, Cost of Revenue and Gross Profit

Revenue, cost of revenue and gross profit for the years ended December 31, 2011 and 2010 are as follows:

	Year Ended December 31,
	2011		2010		Change		Percent
Revenue	$	131,325	$	94,139	$	37,186	39.5	%
Cost of revenue	74,696		39,907		34,789		87.2	%
Gross profit	$	56,629	$	54,232	$	2,397	4.4	%

For the year ended December 31, 2011, revenue increased $37,186, or 39.5%, to $131,325 compared with $94,139 for the year ended December 31, 2010. The increase is primarily the result of $36,735 in revenue from the acquisition of Westwood.

For the year ended December 31, 2011, cost of revenue increased $34,789, or 87.2%, to $74,696 compared with $39,907 for the year ended December 31, 2010. The increase is the result of $30,931 from the acquisition of Westwood and other increases of $3,858, primarily from increased production costs of $2,190 related to our NFL programming and from additional employee expenses of $1,511 related to an increase in employee headcount.

For the year ended December 31, 2011, gross profit increased $2,397, or 4.4%, to $56,629 compared with $54,232 for the year ended December 31, 2010. The increase is the result of higher gross profit from the acquisition of Westwood of $5,804, partially offset by increased costs of $3,858, primarily from increased production costs of $2,190 costs related to our NFL programming and from additional employee expenses of $1,511 related to an increase in employee headcount.

Other Operating Costs

Other operating costs for the year ended December 31, 2011 increased $4,677, or 29.2% to $20,681 from $16,004 for the year ended December 31, 2010. The increase is the result of $4,828 in increased other operating costs as a result of our acquisition of Westwood. .

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Compensation Costs

Compensation costs increased $2,965 to $16,985 for the year ended December 31, 2011 compared $14,020 for to the same period in 2010, primarily due to the acquisition of Westwood of $3,025, which includes stock-based compensation expense of $1,280.

Depreciation and Amortization

Depreciation and amortization increased $2,067, or 15.8%, to $15,119 in the year ended December 31, 2011 from $13,052 for the comparable period of 2010. The increase is primarily attributable to the amortization of the Westwood purchase accounting intangible assets of $1,934 and depreciation of property and equipment of $993 acquired in the Westwood Merger, partially offset by a decrease in the depreciation of radio and communications equipment and software of $915.

Restructuring Charges

During the year ended December 31, 2011, we recorded $3,131 for restructuring charges. The restructuring charges are for the 2011 Program that includes charges related to the reduction in our workforce levels of $2,372 during the fourth quarter of 2011, costs associated with the cancellation of certain broadcast contracts of $459, and costs of $300 related to Westwood facilities that were previously closed.

Transaction Costs

During the year ended December 31, 2011, we recorded $7,263 for transaction costs, which are primarily comprised of legal and accounting fees related to the Merger.

Operating Loss

The operating loss for the year ended December 31, 2011 is $6,550, a decrease of $17,706 compared to operating income of $11,156 for the comparable period of 2010. The decrease in operating income is the result of increases in transaction costs of $7,263, other operating costs of $4,677, restructuring costs of $3,131, compensation costs of $2,965, and depreciation and amortization of $2,067, partially offset by an increase in gross profits of $2,397.

Interest Expense

Interest expense for the year ended December 31, 2011 is $29,625 compared to $19,543 for the year ended December 31, 2010, an increase of $10,082, primarily from higher interest expense from the debt incurred from the Merger of $10,356 including an early repayment charge related to our pre-Merger debt of $3,397.

Preferred Stock Dividend

For the year ended December 31, 2011, we recognized an expense of $171 for the accrued Series A Preferred Stock dividends.

Gain from the 24/7 Formats Purchase

On July 29, 2011, Verge exercised its option to purchase the 24/7 Formats business from Westwood which resulted in a gain of $4,950.

Investment Impairment Charge

Investment impairment charges for the years ended December 31, 2011 and 2010 are non-cash impairment charges of $561 in each period related to our Ex-Band investment.

Provision for Income Taxes

Income tax benefit from continuing operations for the year ended December 31, 2011 is $22,741, compared to an income tax benefit from continuing operations of $927 for the year ended December 31, 2010. The increased income tax benefit from continuing operations of $21,814 is primarily the result of purchase price adjustments which will provide a future source of taxable income enabling us to utilize our net operating losses, and the release of our December 31, 2010 valuation allowance. A portion of our goodwill is not presumed to reverse in a definite period of time and therefore, cannot be utilized to support our deferred tax assets.

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Loss from Continuing Operations

Our net loss from continuing operations for the year ended December 31, 2011 increased $1,195 to $9,216 from a net loss from continuing operations of $8,021 in 2010, which is primarily attributable to decreased operating income of $17,706 and increased interest expense of $10,082, partially offset by an increase in tax benefits of $21,814, and by the gain from the 24/7 Formats purchase of $4,950. Loss per share from continuing operations for basic and diluted shares is $0.24 for the year ended December 31, 2011, compared with net loss per share from continuing operations for basic and diluted of $0.24 for the year ended December 31, 2010. Loss per share was the same for the two periods (compared to an increased loss of $1,195) as a result of the 4,945,145 increase in weighted average shares outstanding in 2011 as a result of shares issued in the Merger.

Loss from Discontinued Operations

Our loss from discontinued operations, net of taxes for the year ended December 31, 2011 decreased $1,740 to $1,626 from a loss from discontinued operations, net of taxes of $3,366 for the year ended December 31, 2010. This decrease in the loss is primarily the result of the spin-off of the Digital Services business on July 29, 2011, which resulted in fewer days of revenue and expense in 2011 compared to 2010.

Net Loss

Our net loss for the year ended December 31, 2011 decreased $545 to $10,842 from a net loss of $11,387 for the year ended December 31, 2010. Net loss per share for basic and diluted shares is $0.28 for the year ended December 31, 2011, compared with net loss per share for basic and diluted shares of $0.34 for the year ended December 31, 2010. The lower loss per share is primarily the result of higher average shares outstanding during 2011.

Liquidity, Cash Flow and Debt as of and for the Year Ended December 31, 2011

Cash Flows

	Years Ended December 31,
	2011			2010			Change
Net cash provided by operating activities	$	1,950		$	18,160		$	(16,210	)
Net cash used in investing activities	(11,848		)	(36,070		)	24,222
Net cash provided by financing activities	1,577			27,949			(26,372		)
Net (decrease) increase in cash and cash equivalents	(8,321		)	10,039			$	(18,360	)
Cash and cash equivalents, beginning of period	13,948			3,909
Cash and cash equivalents, end of period	$	5,627		$	13,948

Net cash provided by operating activities is $1,950 for the year ended December 31, 2011, a decrease in cash provided of $16,210 compared to $18,160 for the year ended December 31, 2010. The decrease is principally attributable to the change in deferred taxes of $24,741, and the non-cash 2011 gain from the 24/7 Formats purchase of $4,950. These items are partially offset by the absence in 2011 of the non-cash 2010 gain from re-measurement of an investment of our discontinued operations of $5,573 and an increase in the changes in assets and liabilities of $4,570.

Net cash used in investing activities for the years ended December 31, 2011 and 2010 is $11,848 and $36,070, respectively, a decreased usage of $24,222. The decrease is primarily from a decrease of cash used in acquisitions of businesses of $31,423, partially offset by the 2011 acquisition of Westwood and purchase of 24/7 Formats, net of cash acquired of $1,618 and cash transferred to the Digital Services business in 2011 of $5,877 as part of the Digital spin-off. While our business at times does not require significant cash outlays for the acquisition of property and equipment and capitalized software, for the years ended December 31, 2011 and 2010, the total cash used for these acquisitions is $4,286 and $4,580, respectively, a decrease of $294.

Cash provided by financing activities is $1,577 for the year ended December 31, 2011, a decrease in cash provided of $26,372 compared to $27,949 for the year ended December 31, 2010. The decrease in cash provided in 2011 is primarily from the 2011 repayment of debt in the Merger of $161,463, repayment of paid-in kind interest of $47,949, the 2010 debt borrowings of $35,000, increased deferred financing costs of $10,530, the 2010 issuance of stock of $6,075, and repayment under the First Lien Revolver of $5,000, partially offset by the 2011 net proceeds from borrowings related to the Merger of $237,850.

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Liquidity and Capital Resources

We continually project anticipated cash requirements, which may include potential acquisitions, capital expenditures and principal and interest payments on our outstanding indebtedness, dividends and working capital requirements. To date, funding requirements have been financed through cash flows from operations, the issuance of equity and the issuance of long-term debt.

At December 31, 2011, our principal sources of liquidity are our cash and cash equivalents of $5,627 and borrowing availability of $18,380 under our revolving credit facility, which equals $24,007 in total liquidity. Cash flow from operations is expected to be a principal source of funds. We estimate that cash flows from operations and availability on our revolving credit facility will be sufficient to fund our cash requirements, including scheduled interest and required principal payments on our outstanding indebtedness and projected working capital needs, and provide us sufficient Consolidated EBITDA to comply with our debt covenants for at least the next 12 months. As of March 23, 2012, our cash and cash equivalents are $8,815 and borrowing availability is $14,416 (taking into account the $7,600 borrowed under our revolving credit facility and $2,984 used for letters of credit), which equals $23,231 in total liquidity.

Existing Indebtedness

New Credit Agreements

On October 21, 2011, in connection with the consummation of the Merger, we entered into (1) a First Lien Credit Agreement (as amended, the “New First Lien Credit Agreement”) and (2) a Second Lien Credit Agreement (as amended, the “New Second Lien Credit Agreement” and, together with the New First Lien Credit Agreement, the “New Credit Agreements”). As described below, the New Credit Agreements were amended on November 7, 2011.

General Terms

The New First Lien Credit Agreement provides for (1) a term loan in an aggregate principal amount of $155,000 (the “New First Lien Term Loan Facility”), (2) a $25,000 revolving credit facility, $5,000 of which may be used for letters of credit (the “New First Lien Revolving Credit Facility” and, together with the New First Lien Term Loan Facility, the “New First Lien Credit Facilities”) and (3) an uncommitted incremental facility in the amount of up to $25,000, of which $10,000 may be used to increase the amount of the New First Lien Revolving Credit Facility. The New Second Lien Credit Agreement provides for a term loan in an aggregate principal amount of $85,000 (the “New Second Lien Term Loan Facility” and, together with the New First Lien Term Loan Facility, the “New Term Loan Facilities”; the New Term Loan Facilities collectively with the New First Lien Revolving Credit Facility, the “New Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the New Term Loan Facilities was drawn, $9,600 in revolving loans were drawn, and approximately $2,020 of letters of credit were either rolled into the New First Lien Credit Facilities or issued in order to backstop existing letters of credit under Westwood's or Excelsior Radio Networks, LLC. (“Excelsior”) prior credit agreements. Westwood's and Excelsior's prior credit agreements were repaid as of the consummation of the Merger.

Each of the New First Lien Revolving Credit Facility and New First Lien Term Loan Facility has a five-year maturity. The New Second Lien Term Loan Facility has a five-year nine-month maturity. The principal amount of the New First Lien Term Loan Facility amortizes in quarterly installments equal to 2.5% (per annum) of the original principal amount of the New First Lien Term Loan Facility payable beginning March 31, 2012 and increases by an additional 2.5% per year for the first four and three-quarter years, with the balance payable at maturity. The entire amount of the New Second Lien Term Loan Facility is payable at maturity.

Subject to certain exceptions, the New Credit Facilities are subject to mandatory prepayments in amounts equal to: (a) 100% of the net cash proceeds from certain sales or other dispositions of assets (including as a result of casualty or condemnation) by us or any of its subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; (b) 100% of the net cash proceeds from issuances or incurrences of debt by Westwood or any of its subsidiaries (other than indebtedness permitted by the New Credit Agreements); and (c) beginning with the first full fiscal year after the closing date (2012), 75% of our annual excess cash flow. Unless the lenders under the New First Lien Credit Facilities waive mandatory prepayments, no prepayments are required under the Second Lien Term Loan Facility until the New First Lien Credit Facilities have been repaid in full.

In connection with the Merger and pursuant to a Letter Agreement, dated as of July 30, 2011 (the “Letter Agreement”), by and among us, Gores, certain entities affiliated with Oaktree, and certain entities affiliated with Black Canyon, we also issued $30,000 in aggregate principal amount of Senior Subordinated Unsecured PIK Notes (the “PIK Notes”) to Gores, certain entities affiliated with Oaktree, and certain entities affiliated with Black Canyon Capital LLC ("Black Canyon"). The PIK Notes are unsecured and accrue interest at the rate of 15% per annum, which compounds quarterly for the first five years and will compound annually

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thereafter, mature on the six-year three-month anniversary of the issue date and are subordinated in right of payment to the New Credit Facilities.

On November 7, 2011, we entered into a (1) First Amendment to the First Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto (the “First Lien Amendment”) and (2) First Amendment to the Second Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto (the “Second Lien Amendment”).  Such amendments, among other things:  (1) require us, after giving effect to any permitted acquisition under the First Lien Credit Agreement and Second Lien Credit Agreement, to (a) have liquidity of $10,000 and (b) have a Consolidated Leverage Ratio of at least 0.25 to 1.00 less than the level otherwise required to be met for the most recently completed fiscal quarter for which financial statements have been or were required to be delivered, and (2) cap the amount of pro-forma adjustments to Consolidated EBITDA that we can claim as a result of, or in connection with, a permitted acquisition at 25% of the Consolidated EBITDA of the target entity.

Covenants

The New Credit Agreements contain a number of customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make capital expenditures; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into certain speculative hedging arrangements; enter into negative pledge clauses and clauses restricting subsidiary distributions; change our lines of business; and change our accounting fiscal year, name or jurisdiction of organization. The affirmative and negative covenants in the New Second Lien Credit Agreement are substantially similar to the New First Lien Credit Agreement, with customary cushions and setbacks. In addition, under the New Credit Agreements, we will be required to maintain a specified Minimum Consolidated Interest Coverage Ratio and not exceed a specified Maximum Consolidated Leverage Ratio. Minimum Consolidated Interest Coverage Ratio is defined as Consolidated EBITDA divided by Consolidated Cash Interest Expense and Maximum Consolidated Leverage Ratio is defined as Consolidated Total Debt divided by Consolidated EBITDA.

Original Issue Discount

The New First Lien Term Loan Facility included an original issue discount of $9,200 and the New Second Lien Term Loan Facility included an original issue discount of $2,550. The original issue discount will be amortized using the effective interest method over the lives of the loans. As of December 31, 2011, the original issue discount for the New First Lien Term Loan Facility and New Second Lien Term Loan Facility is $8,793 and $2,465, respectively.

Interest Rate

As of the closing date, at our election, the interest rate per annum applicable to the loans under the New Credit Facilities will be based on a fluctuating rate of interest determined by reference to either (1) a base rate determined by reference to the higher of (a) the prime rate, (b) the federal funds effective rate plus 0.50% and (c) (x) a Eurodollar rate applicable for an interest period of one month plus (y) 1.00%, in each case, plus an applicable margin or (2) a Eurodollar rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin. As of the closing date, the New First Lien Credit Facilities have applicable margins equal to 5.50%, in the case of base rate loans, and 6.50%, in the case of the Eurodollar rate for Eurodollar rate loans, and the New Second Lien Term Loan Facility has applicable margins equal to 10.50%, in the case of base rate loans, and 11.50%, in the case of Eurodollar rate loans. Borrowings under (a) the New First Lien Credits Facilities will be subject to a floor of 1.50% in the case of Eurodollar loans and (b) the New Second Lien Term Loan Facility will be subject to a floor of (x) 2.50% in the case of the base rate for base rate loans and (y) 1.50% in the case of the Eurodollar rate for Eurodollar loans.

Based on current rates, the annual rates of interest currently applicable to the New Credit Facilities are: 8.0% on the New First Lien Term Loan Facility, 8.75% on the revolving credit facility and 13.0% on the New Second Lien Term Loan Facility.

In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Agreements. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

Guaranty Agreements

In connection with the New First Lien Credit Facilities, we (including our subsidiaries) (the “Subsidiary Guarantors”) entered into a Guaranty and Security Agreement (the “First Lien Guaranty and Security Agreement”), securing substantially all of our and each Subsidiary Guarantor’s tangible and intangible assets.

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In connection with the New Second Lien Term Loan Facility, we and the Subsidiary Guarantors entered into a Guaranty and Security Agreement (the “Second Lien Guaranty and Security Agreement”), securing substantially all of our and each Subsidiary Guarantors, tangible and intangible assets. The terms of the Second Lien Guaranty and Security Agreement are substantially similar to the terms of the First Lien Guaranty and Security Agreement.

Critical Accounting Policies and Estimates

Accounts Receivable and Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we become aware of a specific customer's inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other customers, we recognize reserves for bad debt based on historical experience of bad debts, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions if necessary. Expected credit losses are recorded as an allowance for doubtful accounts. Receivables are written off when management believes they are uncollectible. The allowance for doubtful accounts is approximately $238 and $175as of December 31, 2011 and 2010, respectively.

Goodwill and Intangible Assets

We operate as one reporting unit. Goodwill represents the excess portion of the purchase price that could not be attributed to specific tangible or identified intangible assets recorded in connection with purchase accounting. Acquired intangibles are recorded at fair value as of the acquisition date. Goodwill is not amortized, but tested for impairment at least annually. Impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. Our business is largely homogeneous and, as a result, substantially all of the goodwill is associated with one reporting unit. We perform our annual impairment testing in our fiscal fourth quarter. Based on the results of our reviews, no goodwill impairment loss is recognized in the results of operations for the years ended December 31, 2011 and 2010. Subsequent to this review, there have been no events or circumstances that indicate any potential impairment of our goodwill balance.

To illustrate the magnitude of a potential goodwill impairment relative to future changes in estimated fair values, a 20% decline in fair value would not result in the carrying value exceeding its fair value.

Intangible assets subject to amortization consist of advertiser and producer relationships, affiliate service agreements, trade names, customer relationships, technology, beneficial lease interest, non-compete agreements acquired and insertion orders. The intangible asset values assigned were determined based upon the expected discounted aggregate cash flows to be derived over the life of the assets. We amortize the value assigned to intangibles as follows:

Advertiser and producer relationships	15 years
Affiliate service agreements	10 years
Trade names	4 to 5 years
Customer relationships	4 years
Technology	8 years
Beneficial lease interest	7 years
Non-compete agreements	4 years
Insertion orders	1 year

Intangible assets that have definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indications were present, we would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), we would perform the next step, which is to determine the fair value of the asset, and record an impairment, if any. We re-evaluate the useful life determinations for these intangible assets each year to determine whether events and circumstances warrant a revision in their remaining useful lives. Based on the results of our reviews, no intangible asset impairment loss is recognized in the results of operations for the years ended December 31, 2011 and 2010.

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Revenue Recognition

Revenues primarily comprise of network radio advertising. Radio advertising revenues are recognized, net of agency fees and producer fees, when the advertising has aired. Revenue generated from charging fees to radio stations and networks for music libraries, audio production elements, and jingle production services are recognized upon delivery, or on a straight-line basis over the term of the contract, depending on the terms of the respective contracts.

In those instances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where we function as an agent or sales representative, our effective commission is presented within revenue with no corresponding operating expenses.

Income Taxes

Deferred income taxes are recognized for the temporary differences between our financial statements and the tax basis of our assets and liabilities. We calculate the deferred income taxes using the enacted tax rate expected to apply to the taxable income for each year in which the deferred tax liability or asset is expected to be settled or realized. In 2011, we recognized a non-cash benefit of approximately $8,639 related to a reduction of our deferred tax valuation allowance on our net deferred tax assets at December 31, 2011.

The guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 740-10 (that were included in the pre-Codification FASB Interpretation No. 48, Accounting for Uncertainty of Income Taxes) prescribes a recognition threshold and measurement attribute for financial statement recognition, and measurement of a tax position taken, or expected to be taken, in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. A tax benefit from an uncertain tax position taken, or expected to be taken, may be recognized only if it is “more likely than not” that the position is sustainable upon tax authority examination, based on its technical merits. The tax benefit of a qualifying position under this guidance would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement, with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established in the financial statements to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position.

Stock-Based Compensation

Under the fair value recognition provisions of Accounting Standards Codification ("ASC") topic 718, “Compensation-Stock Compensation”, cost is measured at the grant date, based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting periods. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised, the expected volatility of our stock and the number of stock-based awards that are expected to be forfeited. In order to determine the estimated period of time that we expect employees to hold their share-based options, we have used data on the historical exercise pattern of employees. We use the historical volatility of our common stock in order to estimate future share price trends. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. The risk free interest rate that we use in the option valuation model is based on U.S. treasury zero-coupon bonds with a remaining term similar to the expected term of the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. If the actual forfeiture rate differs significantly from our estimates, our stock-based compensation expense and our results of operations could be materially impacted.

Recent Accounting Pronouncements

The adoption of the following accounting standards and updates during 2011 did not result in a significant impact to the consolidated financial statements:

Effective January 1, 2011, we adopted new guidance for multiple-deliverable revenue arrangements and certain arrangements that include software elements. The new guidance for multiple-deliverable revenue arrangements requires entities to allocate revenue in an arrangement within the scope of the guidance using estimated selling prices based on a selling price hierarchy. It also eliminates the residual method of revenue allocation and requires revenue to be allocated using the relative selling price method. Application of the new guidance did not have a material effect on our financial statements.

In May 2011, FASB issued guidance to clarify and revise the requirements for measuring fair value and for disclosing information about fair value measurements. We will adopt this guidance prospectively in fiscal 2012. We do not expect the adoption to have

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a material impact on our consolidated results of operations or financial position.

In June 2011, the FASB issued guidance which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income ("OCI") by eliminating the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the FASB issued additional guidance which indefinitely defers the requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. All amendments are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively.

In September 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment.  This update simplifies how an entity tests goodwill for impairment.  It provides an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Given this option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The updates are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We adopted this standard in the fourth quarter of 2011.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). The ASU 2011-11 amendments require companies to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 is required to be applied retrospectively for all prior periods presented and is effective for annual periods for fiscal years beginning on or after January 1, 2013, and interim periods within those annual fiscal years. We do not expect adoption of this standard to have a material impact on our consolidated results of operations and financial condition.

Contractual Obligations and Commitments

The following table lists our future contractual obligations and commitments as of December 31, 2011;

	Payments Due by Period
Contractual Obligations (1)	Total		<1 Year		1 to 3 Years		3 to 5 Years		>5 Years
Debt (2)	$	424,811	$	27,961	$	65,810	$	168,162	$	162,878
Broadcast and news rights	366,153		57,993		103,160		97,173		107,827
Operating leases (3)	63,783		8,437		15,266		15,346		24,734
Building financing (4)	8,604		935		2,006		2,113		3,550
Other commitments (5)	130,081		36,513		52,875		36,489		4,204
	$	993,432	$	131,839	$	239,117	$	319,283	$	303,193

(1) The above table excludes uncertain tax positions reserves of $2,889 and deferred tax liabilities of $17,619 as the future cash flows are uncertain as of December 31, 2011.

(2) Includes scheduled debt repayments and the estimated net interest payments on fixed and variable rate debt and payments of accumulated PIK. Estimated interest payments on floating rate instruments are computed using our interest rate as of December 31, 2011, and borrowings outstanding are assumed to follow the debt repayment schedule.

(3) Operating leases are net of sublease income.

(4) Payments related to the lease agreement for our Culver City properties.

(5) Includes other services for talent, research, news, weather service, and employment agreements for executive officers.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to changing interest rates under the New Credit Facilities and PIK Notes. We manage interest rate risk through the use of a combination of fixed and floating rate debt. From time to time, we make use of derivative financial instruments to adjust its fixed and floating rate ratio. We were not party to any other derivative financial instruments during 2011. In January

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2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Agreements. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

At December 31, 2011, if interest rates increased or decreased by 100 basis points, annualized interest expense would increase or decrease by approximately $1,220 ($740 after tax), based on our exposure to interest rate changes on variable rate debt that is not covered by the swaps we entered into in January 2012. This analysis does not consider the effects of the change in the level of overall economic activity that could exist in an environment of adversely changing interest rates. In the event of an adverse change in interest rates and to the extent that we have amounts outstanding under our variable interest rate credit facilities, management would likely take further actions that would seek to mitigate our exposure to interest rate risk.

We monitor our positions with, and the credit quality of, the financial institutions that are counterparties to our financial instruments, and do not anticipate non-performance by the counterparties.

Our receivables do not represent a significant concentration of credit risk due to the wide variety of customers and markets in which we operate.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and the related notes and schedules were prepared by and are the responsibility of management. The financial statements and related notes were prepared in conformity with generally accepted accounting principles and include amounts based upon management's best estimates and judgments. All financial information in this annual report is consistent with the consolidated financial statements.

We maintain internal accounting control systems and related policies and procedures designed to provide reasonable assurance that assets are safeguarded, that transactions are executed in accordance with management's authorization and properly recorded, and that accounting records may be relied upon for the preparation of consolidated financial statements and other financial information. The design, monitoring, and revision of internal accounting control systems involve, among other things, management's judgment with respect to the relative cost and expected benefits of specific control measures.

Our consolidated financial statements have been audited by Ernst & Young LLP, an independent registered public accounting firm, who have expressed their opinion with respect to the presentation of these statements.

The Audit Committee of the Board of Directors, which is comprised solely of directors who are independent under NASDAQ rules and regulations, meets periodically with the independent auditors, as well as with management, to review accounting, auditing, internal accounting controls and financial reporting matters. The Audit Committee, pursuant to its charter, is also responsible for retaining our independent accountants. The independent accountants have full and free access to the Audit Committee with and without management's presence. All members of the Audit Committee have financial expertise. Effective November 20, 2009, we became subject to NASDAQ rules and regulations except where we rely on the “controlled company” exemption to the Board of Directors and committee composition. The “controlled company” exception does not modify the independence requirements for the Audit Committee, and we comply with the requirements of the Sarbanes-Oxley Act of 2002 and the NASDAQ rules which require that the Audit Committee be composed of at least three independent directors. The Board of Directors used the NASDAQ standard of "independence" in determining that Messrs. Ming, Murphy and Haimovitz are independent.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Principal Executive Officer, our Chief Financial Officer and our Senior Vice President, Finance and Chief Accounting Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2011 (the “Evaluation”). Based upon the Evaluation, our Co-Chief Executive Officers, our Chief Financial Officer and Senior Vice President, Finance and Chief Accounting Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) are effective as of December 31, 2011 in ensuring that information

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required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. They also concluded that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers, our Chief Financial Officer and Senior Vice President, Finance and Chief Accounting Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Management, under the supervision and with the participation of our Co-Chief Executive Officers, our Chief Financial Officer and Senior Vice President, Finance and Chief Accounting Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2011 and concluded that it is effective as of such date.

Our management excluded from the foregoing assessment the internal control over financial reporting of the Verge business which is included in the 2011 consolidated financial statements of Dial Global and consisted of total assets of $226,077 (of which $164,380 represents goodwill and intangible assets included within the scope of the assessment ) as of December 31, 2011 and $94,590 in revenues for the year then ended. Verge had internal controls over financial reporting before the Merger but, as a private company, its controls were not required to be designed or maintained to comply with SEC Rule 13a-15. Since the Merger occurred during the fourth quarter of 2011 there has not been time to fully integrate the processes of the acquired business or to completely test the internal controls for those processes. Our management determined that it would have been impracticable to appropriately perform the assessment contemplated by SEC Rule 13a-15(c) with respect to the Verge controls that we excluded. Our management’s assessment did include all the controls of the Westwood business.

Changes in Internal Control over Financial Reporting

We are currently in the process of integrating the Verge and Westwood business operations, systems and processes. In many respects, this involves bringing the business operations of Verge under Westwood's pre-existing control framework. We started this effort during the fourth quarter of 2011, but the principal work began at the beginning of fiscal 2012 and will continue through the year. There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors and Executive Officers and Corporate Governance

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2012 annual meeting of stockholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to stockholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

27

Item 11. Executive Compensation

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2012 annual meeting of stockholders that is responsive to the information required with respect to this Item 11; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 11 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to stockholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2012 annual meeting of stockholders that is responsive to the information required with respect to this Item 12; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 12 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to stockholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2012 annual meeting of stockholders that is responsive to the information required with respect to this Item 13; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 13 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to stockholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

Item 14. Principal Accountant Fees and Services

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2012 annual meeting of stockholders that is responsive to the information required with respect to this Item 14; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 14 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to stockholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

28

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report on Form 10-K

1,2. Financial statements and schedules to be filed hereunder are indexed on page F-1 hereof.

3. Exhibits

EXHIBIT NUMBER (A)	DESCRIPTION (B)
2.1	Agreement and Plan of Merger, dated as of July 30, 2011, by and among Westwood One, Inc., Radio Network Holdings, LLC and Verge Media Companies, Inc. (1)
3.1	Amended and Restated Certificate of Incorporation changing the name of the Company to Dial Global, Inc., as filed with the Delaware Secretary of State on December 12, 2011 (2)
3.2	Amended and Restated Bylaws of Westwood One, Inc. adopted on April 23, 2009 and currently in effect. (3)
3.2.1	First Amendment to the Amended and Restated Bylaws of Westwood One, Inc. effective as of October 21, 2011 (4)
4.1	Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock of Westwood One, Inc. (since renamed Dial Global, Inc.), as filed with the Secretary of the State of Delaware on October 21, 2011 (4)
10.1	First Lien Credit Agreement, dated as of October 21, 2011, with General Electric Capital Corporation, as administrative agent and collateral agent, ING Capital LLC, as syndication agent, and the lenders party thereto from time to time. (4)
10.1.1	First Amendment to the First Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto. (5)
10.2	Guaranty and Security Agreement, dated as of October 21, 2011, in favor of General Electric Capital Corporation as administrative agent and collateral agent (4)
10.3	Second Lien Credit Agreement, dated as of October 21, 2011, with Cortland Capital Market Services LLC, as administrative agent and collateral agent, and Macquarie Capital (USA), Inc., as syndication agent, and the lenders party thereto from time to time (4)
10.3.1	First Amendment to the Second Lien Credit Agreement, dated as of November 7, 2011, with the lenders party thereto. (5)
10.4	Second Lien Guaranty and Security Agreement, dated as of October 21, 2011, in favor of Cortland Capital Market Services LLC, as administrative agent and collateral agent (4)
10.5	Registration Rights Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC and Triton Media Group, LLC (4)
10.6	Amended and Restated Investor Rights Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC and the other investors signatory thereto and the parties executing a Joinder Agreement in accordance with the terms thereto (4)
10.7	Letter Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Radio Network Holdings, LLC, and Verge Media Companies, Inc. (4)
10.8	Indemnity and Contribution Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC, Verge Media Companies, Inc. and Triton Media Group, LLC (4)
10.8.1	Amendment No. 1 to the Indemnity and Contribution Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC, Verge Media Companies, Inc. and Triton Media Group, LLC (4)
10.9	Form of Indemnification Agreement between Registrant and its directors and executive officers. +
10.10	Westwood One, Inc. 2005 Equity Compensation Plan (6)*
10.11	Form Stock Option Agreement under Westwood One, Inc. 2005 Equity Compensation Plan for non-director participants. (7)*
10.12	Form Stock Option Agreement under Westwood One, Inc. 2005 Equity Compensation Plan for directors. (7)*
10.13	Form Amended and Restated Restricted Stock Unit Agreement under Westwood One, Inc. 2005 Equity Compensation Plan for outside directors (8)*
10.14	Form Restricted Stock Unit Agreement under Westwood One, Inc. 2005 Equity Compensation Plan for non-director participants. (8)*

29

EXHIBIT NUMBER (A)	DESCRIPTION (B)
10.15	Form Restricted Stock Agreement under Westwood One, Inc. 2005 Equity Compensation Plan for non-director participants. (8)*
10.16	2010 Equity Compensation Plan. (9) *
10.17	Form Stock Option Agreement under Westwood One, Inc.'s 2010 Equity Compensation Plan for employees. (9)
10.18	Form Restricted Stock Unit Agreement under Westwood One, Inc.'s 2010 Equity Compensation Plan for non-employee directors. (9)
10.19	Registrant 2011 Stock Option Plan (10)*
10.20	Form of Stock Option Agreement for the Registrant 2011 Stock Option Plan. (11)*
10.21	Employment Agreement, dated as of December 20, 2011, by and between Registrant and Spencer L. Brown. (11)*
10.22	Employment Agreement, dated as of December 20, 2011, by and between Registrant and David M. Landau. (11)*
10.23	Employment Agreement, dated as of December 20, 2011, by and between Registrant and Kenneth C. Williams. (11)*
10.24	Digital Reseller Agreement, dated as of July 29, 2011, by and between the Triton Media Group, LLC and Dial Communications Global Media, LLC, an indirect subsidiary of the Company (redacted version) (19)
10.25	Master Agreement, dated as of October 2, 2007, by and between Westwood One, Inc. and CBS Radio Inc. (12)
10.26	Mutual General Release and Covenant Not to Sue, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (13)
10.27	Amended and Restated News Programming Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (13)
10.28	Amended and Restated Technical Services Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (13)
10.29	Amended and Restated Trademark License Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (13)
10.30	Registration Rights Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (13)
10.31	Form Westwood One Affiliation Agreement, dated February 29, 2008, between Westwood One, Inc. on its behalf and on behalf of its affiliate, Westwood One Radio Networks, Inc. and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio stations (13)
10.32	Lease for 524 W. 57th Street, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Broadcasting Inc. (13)
10.33	Employment Agreement, effective as of September 17, 2008, by and between Westwood One, Inc. and Roderick M. Sherwood, III. (14)*
10.33.1	Separation Agreement, dated as of November 18, 2011 and effective as of November 18, 2011, by and between Westwood One, Inc. and Roderick M. Sherwood, III (15)*
10.34	Agreement of Sublease made as of November 2, 2009, by and between Marsh & McLennan Companies, Inc. and Westwood One Radio Networks, Inc. (16)
10.35	Sublease dated as of November 1, 2004, as amended to date, by and between Live Nation Worldwide, Inc., f/k/a SFX Entertainment, Inc. and Excelsior Radio Networks, LLC, as successor by conversion to Excelsior Radio Networks, Inc. (a subsidiary of Registrant) +
10.36	Form of Amendment effective December 31, 2008 to Employment Agreement for senior executives of Westwood One, Inc., amending terms in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended (17)*
10.37	Agreement of Purchase and Sale, dated as of December 3, 2009, between Westwood One, Inc. and NLC-Lindblade, LLC (18)
10.38	Single Tenant Triple Net Lease, dated as of December 17, 2009, between Westwood One, Inc. and NLC-Lindblade, LLC (18)
10.39	Employment Agreement, effective as of October 16, 2004, by and between Westwood One, Inc. and David Hillman, as amended by Amendment No. 1 to Employment Agreement, effective January 1, 2006. (20) *
10.39.1	Amendment No. 2 to the Employment Agreement, effective July 10, 2007, between Westwood One, Inc. and David Hillman. (21) *
10.39.2	Separation Agreement, dated as of March 9, 2012 by and between Registrant and David Hillman (22)*
14.1	Code of Ethics. +

30

EXHIBIT NUMBER (A)	DESCRIPTION (B)
21	List of Subsidiaries. +
23	Consent of Independent Registered Public Accounting Firm. +
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. **
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

_____________________

* Indicates a management contract or compensatory plan

+ Filed herewith.

** Furnished herewith

(A) We agree to furnish supplementally a copy of any omitted schedule to the SEC upon request.

(B) Westwood One, Inc. changed its name to Dial Global, Inc. on December 12, 2011.

(1) Filed as an exhibit to Registrant's current report on Form 8-K dated July 30, 2011 and incorporated herein by reference.

(2) Filed as an exhibit to Registrant's current report on Form 8-K dated December 6, 2011 and incorporated herein by reference.

(3) Filed as an exhibit to Registrant's current report on Form 8-K dated April 23, 2009 and incorporated herein by reference.

(4) Filed as an exhibit to Registrant's current report on Form 8-K dated October 21, 2011 and incorporated herein by reference.

(5) Filed as an exhibit to Registrant's current report on Form 8-K dated November 4, 2011 and incorporated herein by reference.

(6) Filed as an exhibit to Registrant's current report on Form 8-K, dated May 25, 2005 and incorporated herein by reference.

(7) Filed as an exhibit to Registrant’s current report on Form 8-K dated December 5, 2005 and incorporated herein by reference.

(8) Filed as an exhibit to Registrant's current report on Form 8-K dated March 17, 2006 and incorporated herein by reference.

(9) Filed as an exhibit to Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference.

(10) Filed as an exhibit to the Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, filed with the SEC on December 21, 2011 and incorporated herein by reference.

(11) Filed as an exhibit to Registrant's current report on Form 8-K dated December 19, 2011 and incorporated herein by reference.

(12) Filed as an exhibit to Registrant's current report on Form 8-K dated October 2, 2007 and incorporated herein by reference.

(13) Filed as an exhibit to Registrant’s current report on Form 8-K dated March 3, 2008 and incorporated herein by reference.

(14) Filed as an exhibit to Registrant’s current report on Form 8-K dated September 12, 2008 and incorporated herein by reference.

(15) Filed as an exhibit to Registrant's current report on Form 8-K dated November 16, 2011 and incorporated herein by reference.

(16) Filed as an exhibit to Registrant's current report on Form 8-K dated November 17, 2009 and incorporated herein by reference.

(17) Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.

(18) Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

(19) Filed as an exhibit to Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2011 and incorporated herein by reference.

(20) Filed as an exhibit to Registrant's annual report on Form 10-K/A for the year ended December 31, 2006 and incorporated herein by reference.

(21) Filed as an exhibit to Registrant's current report on Form 8-K dated July 10, 2007 and incorporated herein by reference.

(22) Filed as an exhibit to Registrant's current report on Form 8-K dated March 9, 2012 and incorporated herein by reference.

31

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIAL GLOBAL, INC.
(Registrant)
By:	/S/ SPENCER L. BROWN	By:	/S/ HIRAM M. LAZAR	By:	/S/ EDWARD A. MAMMONE
	Spencer L. Brown		Hiram M. Lazar		Edward A. Mammone
	Co-Chief Executive Officer (Principal Executive Officer)		Chief Financial Officer		Senior Vice President, Finance and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ NEAL A. SCHORE	Chairman of the Board of Directors	March 30, 2012
Neal A. Schore
/S/ SPENCER L. BROWN	Co-Chief Executive Officer (Principal Executive Officer); Director	March 30, 2012
Spencer L. Brown
/S/ B. JAMES FORD	Director	March 30, 2012
B. James Ford
/S/ JONATHAN I. GIMBEL	Director	March 30, 2012
Jonathan I. Gimbel
/S/ JULES HAIMOVITZ	Director	March 30, 2012
Jules Haimovitz
/S/ H MELVIN MING	Director	March 30, 2012
H. Melvin Ming
/S/ PETER E. MURPHY	Director	March 30, 2012
Peter E. Murphy
/S/ ANDREW SALTER	Director	March 30, 2012
Andrew Salter
/S/ MARK R. STONE	Director	March 30, 2012
Mark R. Stone

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report or proxy material has been sent to security holders as of the date of this report.

32

FORM 10-K

ITEM 15(a) (1) AND (2)

DIAL GLOBAL, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

	Page
1. Consolidated Financial Statements
—Report of Independent Registered Public Accounting Firm	F - 2
—Consolidated Balance Sheets	F - 3
—Consolidated Statements of Operations	F - 4
—Consolidated Statements of Cash Flows	F - 5
—Consolidated Statements of Changes in Stockholders’ Equity	F - 7
—Notes to Consolidated Financial Statements	F - 8
2. Financial Statement Schedule:
II. —Valuation and Qualifying Accounts	F - 36

All other schedules have been omitted because they are not applicable, the required information is immaterial, or the required information is included in the consolidated financial statements or notes thereto.

F - 1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Dial Global, Inc.

We have audited the accompanying consolidated balance sheets of Dial Global, Inc. (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. Our audits also included the financial statements Schedule II listed in the index at Item 15(a). These financial statements and the schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dial Global, Inc. at December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set form therein.

/s/ Ernst & Young LLP

New York, New York

March 30, 2012

F - 2

DIAL GLOBAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	As of December 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	5,627		$	2,275
Accounts receivable, net of allowance for doubtful accounts	96,211			46,031
Prepaid expenses and other assets	6,130			2,261
Current assets of discontinued operations	—			26,917
Total current assets	107,968			77,484
Property and equipment, net	28,478			7,293
Goodwill	167,120			80,909
Intangible assets, net	145,915			86,643
Deferred financing costs	11,557			2,683
Other assets	6,636			2,453
Non-current assets of discontinued operations	—			104,724
TOTAL ASSETS	$	467,674		$	362,189
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Producer and accounts payable	$	30,780		$	21,190
Amounts payable to related parties	4,343			4,830
Accrued expenses and other liabilities	41,820			7,137
Current maturity of long-term debt	3,875			11,139
Current liabilities of discontinued operations	—			9,388
Total current liabilities	80,818			53,684
Long-term debt	229,467			84,717
Long-term debt payable to related parties	30,875			94,585
Deferred tax liability	17,619			6,545
Other liabilities	20,107			987
Non-current liabilities of discontinued operations	—			3,967
TOTAL LIABILITIES	378,886			244,485
Commitments and contingencies
Series A Preferred Stock, $1,000 liquidation preference; 200,000 and 0 shares authorized, respectively; 9,691.374 and 0 shares issued and outstanding, respectively, and accumulated dividends	9,862			—
STOCKHOLDERS’ EQUITY (Note 12)
Class A common stock, $0.01 par value; 5,000,000,000 and 0 shares authorized, respectively; 22,744,322 and 0 shares issued and outstanding, respectively	227			—
Class B common stock, $0.01 par value; 35,000,000 shares authorized; 34,237,638 shares issued and outstanding	342			342
Additional paid-in capital	134,785			162,948
Accumulated deficit	(56,428		)	(45,586		)
TOTAL STOCKHOLDERS’ EQUITY	78,926			117,704
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	467,674		$	362,189

See accompanying notes to consolidated financial statements

F - 3

DIAL GLOBAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

	Years Ended December 31,
	2011			2010
Revenue	$	131,325		$	94,139
Costs of revenues (excluding depreciation and amortization)	74,696			39,907
Gross profit	56,629			54,232
Other operating costs	20,681			16,004
Compensation costs	16,985			14,020
Depreciation and amortization	15,119			13,052
Restructuring charges	3,131			—
Transaction costs	7,263			—
Total operating costs	63,179			43,076
Operating (loss) income	(6,550		)	11,156
Interest expense	(29,625		)	(19,543		)
Preferred Stock dividend	(171		)	—
Gain from the 24/7 Formats purchase	4,950			—
Investment impairment charge	(561		)	(561		)
Loss from continuing operations before income tax	(31,957		)	(8,948		)
Income tax provision for (benefit from) continuing operations	(22,741		)	(927		)
Loss from continuing operations	(9,216		)	(8,021		)
Loss from discontinued operations, net of income tax provision	(1,626		)	(3,366		)
Net loss	$	(10,842	)	$	(11,387	)
Loss per share Common Stock (Class A and Class B)
Loss from continuing operations	$	(0.24	)	$	(0.24	)
Loss from discontinued operations	(0.04		)	(0.10		)
Net loss	$	(0.28	)	$	(0.34	)
Weighted average shares outstanding:
Common Stock (Class A and Class B)
Basic and diluted	38,717,960			33,772,815

See accompanying notes to consolidated financial statements

F - 4

DIAL GLOBAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
	Years Ended December 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,842	)	$	(11,387	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activity, net of acquisitions:
Depreciation and amortization	18,986			18,639
Paid-in-kind interest expense	13,055			13,764
Deferred taxes	(22,626		)	2,115
Gain from the 24/7 Formats purchase	(4,950		)	—
Amortization of original issue discount and deferred financing costs	3,663			1,472
Stock-based compensation	1,280			—
Bad debt expense	401			408
Unpaid Preferred Stock dividend	171			—
Increase in deferred rent	165			306
Loss in investment	561			561
Change in fair value of interest rate swap	—			(1,147		)
Gain from re-measurement of investment of discontinued operations	—			(5,573		)
Loss in equity investment	—			778
Write-off of loan receivable	—			695
Foreign currency transaction loss	—			13
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(7,551		)	347
Prepaid expenses and other current assets	1,371			894
Other assets	961			(1,576		)
Accounts payable	3,561			(2,141		)
Accrued expenses and other current liabilities	4,481			20
Other liabilities	(737		)	(28		)
Total adjustments	12,792			29,547
Net cash provided by operating activities	1,950			18,160
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(4,286		)	(4,580		)
Acquisition of Westwood and purchase of 24/7 Formats, net of cash acquired	(1,618		)	—
Cash transferred to Digital Services business	(5,877		)	—
Acquisitions of business, net of cash acquired	(67		)	(31,490		)
Net cash used in investing activities	(11,848		)	(36,070		)
See accompanying notes to consolidated financial statements

F - 5

DIAL GLOBAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
	Years Ended December 31,
	2011			2010
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt in Merger	(161,463		)	—
Repayment of paid in kind interest expense	(47,949		)	—
Borrowings under First Lien Term Loan	145,800			—
Borrowings under Second Lien Term Loan	82,450			—
Borrowings under First Lien Revolver	9,600			—
Repayment of long-term debt	(8,513		)	(11,368		)
Payment of contingent liability on acquisition	(895		)	—
Principle payment of capital lease obligation	(43		)	(243		)
Deferred financing costs	(12,045		)	(1,515		)
Repayment under First Lien Revolver	(5,000		)	—
Borrowings from bank line of credit	900			—
Repayment of bank line of credit	(900		)	—
Cost of issuance of common stock	(365		)	—
Proceeds from long-term debt	—			20,000
Proceeds from issuance of PIK Notes	—			15,000
Issuance of common stock	—			6,075
Net cash provided by financing activities	1,577			27,949
Net (decrease) increase in cash and cash equivalents	(8,321		)	10,039
Cash and cash equivalents at beginning of period	13,948			3,909
Cash and cash equivalents at end of period	$	5,627		$	13,948
Supplemental Disclosures
Cash paid during the period for :
Interest	$	55,696		$	6,741
Income taxes	117			—
Non-Cash investing and financing activities:
Assumption of Westwood debt	$	45,146		$	—
Issuance of Series A Preferred Stock	9,691			—
Issuance of Class A common stock for the Merger	81,830			—
Spin-off of Digital Services	(111,859		)	—
Issuance of PIK Notes	30,000			—
Fair value of assumed stock-based compensation for the Merger	1,178			—
Accrual of contingent payment on purchase of business	—			1,000
Acquisition under capital lease	—			41

See accompanying notes to consolidated financial statements

F - 6

DIAL GLOBAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share data)

	Common Stock						Additional Paid-in Capital			(Accumu- lated  Deficit)			Total Stock- holders’ Equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance at January 1, 2010	—	$	—	33,083,486	$	331	$	156,884		$	(34,199	)	$	123,016
Net loss	—	—		—	—		—			(11,387		)	(11,387		)
Issuance of common stock	—	—		1,154,152	11		6,064			—			6,075
Balance at December 31, 2010	—	$	—	34,237,638	342		$	162,948		$	(45,586	)	$	117,704
Net loss	—	—		—	—		—			(10,842		)	(10,842		)
Acquisition of Westwood One, Inc.	22,667,591	227		—	—		82,416			—			82,643
Distribution of Digital Services business to Triton Digital	—	—		—	—		(111,859		)	—			(111,859		)
Conversion of restricted share units	76,731	—		—	—		—			—			—
Stock-based compensation	—	—		—	—		1,280			—			1,280
Balance at December 31, 2011	22,744,322	$	227	34,237,638	$	342	$	134,785		$	(56,428	)	$	78,926

See accompanying notes to consolidated financial statements

F - 7

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

Note 1 — Basis of Presentation

Description of Business

In this report, “Dial Global,” “Company,” “registrant,” “we,” “us” and “our” refer to Dial Global, Inc. (together with its subsidiaries). On October 21, 2011 (the "Merger Date"), we announced the consummation of the transactions (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2011 (as amended, the "Merger Agreement"), by and among Westwood One Inc. ("Westwood"), Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC, "Merger Sub"), and Verge Media Companies, Inc. ("Verge".) Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company. For a more detailed description of the agreements and the credit facilities entered into in connection with the Merger, please refer to the Current Reports on Form 8-K filed on October 27, 2011 and January 5, 2012 or Westwood's Quarterly Report on Form 10-Q filed on November 14, 2011 and the agreements filed as exhibits to these filings.

Pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. In connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. Westwood issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of common stock of Westwood on a fully diluted basis. No fractional shares of Class B Common Stock were issued in connection with the Merger and holders of fractional shares of Class B Common Stock received a whole share of Class B Common Stock. In connection with the Merger, Westwood also issued 9,691.374 shares of our Series A Preferred Stock (the “Series A Preferred Stock") to Verge stockholders, as calculated in accordance with the Merger Agreement.

The Merger is accounted for as a reverse acquisition of Westwood by Verge under the acquisition method of accounting in conformity with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805 Business Combinations. Under such guidance, the transaction has been recorded as the acquisition of Westwood by the Company. The historical accounting of the Company is that of Verge and the acquisition purchase price of Westwood has been recorded based on the fair value of Westwood on the date of acquisition. Verge's prior period common stock balances have been adjusted to reflect the conversion of the Verge shares to Class B common stock at a ratio of approximately 6.838 to 1, with the difference in par value being adjusted in additional paid in capital. Total stockholders' equity of the prior period was unchanged.

The consideration exchanged for the Merger totaled $102,379, which is comprised of the market value as of the Merger Date of Westwood's Class A Common Stock of $81,830, the market value of the Series A Preferred Stock of $9,691 (calculated by multiplying the number of such preferred shares by the liquidation preference of $1,000 per share), the fair value of the assumed Westwood stock options and RSUs of $1,178 and the purchase accounting consideration exchanged in Verge's purchase of the 24/7 Formats business ("24/7 Formats") of $9,680, which includes the payment to Westwood under Verge's existing call option of $4,730 and the gain from the 24/7 Formats purchase of $4,950. The consideration for the 24/7 Formats is included in the Merger consideration as the Merger settled the pre-existing relationship between Verge and Westwood on the 24/7 Formats business. The preliminary purchase accounting allocations have been recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date.

In addition, the Company, Westwood, Gores Radio Holdings, LLC ("Gores") and Triton Media Group, LLC ("Triton") entered into the Indemnity and Contribution Agreement, dated as of July 30, 2011 and amended on October 21, 2011, whereby under certain circumstances and subject to certain limitations, Triton agreed to indemnify Westwood if Westwood suffers any losses arising from or directly related to the Digital Services business, and Gores agreed to indemnify Triton if Westwood suffers any losses arising from or directly related to Westwood's sale of its Metro Traffic Business which was completed prior to the Merger. See Note 3 — Acquisitions for additional information on the Merger.

As part of the Merger, the pre-Merger debt of Westwood and Verge was paid and we, as borrower and guarantor, entered into new credit agreements that are described in Note 9 — Debt.

F - 8

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

The consolidated statements of operations and cash flows include the results of Westwood from October 22, 2011 to December 31, 2011. The consolidated balance sheet as of December 31, 2011 includes the Westwood purchase accounting balances acquired in the Merger, while the balance sheet as of December 31, 2010 does not include Westwood's balances.

The consolidated statements of cash flows include the results of the discontinued operations of the Digital Services business until July 29, 2011, when the Digital Services business was spun-off, as is allowed by the authoritative guidance in ASC 230 - Statement of Cash Flows.

We are organized as a single reporting segment, the Radio business. We are an independent, full-service network radio company that distributes, produces, and/or syndicates programming and services to more than 8,500 radio stations nationwide including representing/selling audio content of third-party producers. We produce and/or distribute over 200 news, sports, music, talk and entertainment radio programs, services and digital applications, as well as audio content from live events, turn-key music formats, prep services, jingles and imaging. We have no operations outside the United States, but sell to customers outside of the United States.

As described in more detail under Note 4 — Discontinued Operations, on July 29, 2011, Verge's Board of Directors approved a spin-off of the Digital Services business to a related entity owned by its sole stockholder at that time. For all periods presented in this report, the results of the Digital Services business are presented as a discontinued operation and will continue to be presented as discontinued operations in all future filings in accordance with generally accepted accounting principles in the United States. The Digital Services business provides streaming, measurement, advertising management and monetization and audience engagement solutions, which cover database, audience and web management systems, to thousands of radio stations worldwide.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates by their nature are based on judgments and available information. Actual results could differ from those estimates. The most significant assumptions and estimates involved in preparing the financial statements include those related to useful lives of property and equipment, the useful lives of intangible assets, allowance for doubtful accounts, fair values assigned to intangibles, interest rate swaps, and stock-based awards, and the valuation of goodwill.

Cash and Cash Equivalents

All highly liquid investments purchased with an original maturity of three months or less at the date of acquisition are classified as cash and cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we become aware of a specific customer's inability to meet our financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other customers, we recognize reserves for bad debt based on historical experience of bad debts, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions if necessary. Expected credit losses are recorded as an allowance for doubtful accounts. Receivables are written off when management believes they are uncollectible. The allowance for doubtful accounts is approximately $238 and $175at December 31, 2011 and 2010, respectively.

F - 9

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Property and Equipment

Property and equipment are recorded at cost. We provide for depreciation and amortization using the straight-line method over the assets’ estimated useful lives. We do not depreciate land. Estimated useful lives are as follows:

Radio, network and communications equipment	3 to 10 years
Office computers, equipment and software	3 to 7 years
Leasehold improvements and building	Shorter of useful life or lease term and 35 years, respectively

We capitalize external direct costs of materials and services consumed in developing and obtaining internal use computer software, and the payroll and payroll-related costs for employees who are directly associated with, and who devote time to, developing the internal use computer software. Our management’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. We expect to continue to invest in internally-developed software.

The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in the consolidated statements of operations. Repairs and maintenance costs that do not extend the useful lives of the assets are expensed as incurred.

Goodwill and Intangible Assets

We operate as one reporting unit. Goodwill represents the excess portion of the purchase price that could not be attributed to specific tangible or identified intangible assets recorded in connection with purchase accounting. Acquired intangibles are recorded at fair value as of the acquisition date. Goodwill is not amortized, but tested for impairment at least annually or when changes in circumstances indicate an impairment event may have occurred. Impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. Our business is largely homogeneous and, as a result, all of the goodwill is associated with one reporting unit. We perform our annual impairment testing in our fiscal fourth quarter. Based on the results of our reviews, no goodwill impairment loss is recognized in the results of operations for the years ended December 31, 2011 and 2010. Subsequent to this review, there have been no events or circumstances that indicate any potential impairment of our goodwill balance.

Intangible assets subject to amortization consist of advertiser and producer relationships, affiliate service agreements, trade names, customer relationships, technology, beneficial lease interest, non-compete agreements acquired, and insertion orders. The intangible asset values assigned are determined based upon the expected discounted aggregate cash flows to be derived over the life of the assets.

We amortize the value assigned to intangibles as follows:

Advertiser and producer relationships	15 years
Affiliate service agreements	10 years
Trade names	4 to 5 years
Customer relationships	4 years
Technology	8 years
Beneficial lease interest	7 years
Non-compete agreements	4 years
Insertion orders	1 year

Intangible assets that have definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators are present, we would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), we would perform the next step, which is to determine the fair value of the asset, and record an impairment, if any. We re-evaluate the useful life determinations for these intangible assets each year to determine whether events and circumstances warrant a revision in their remaining useful lives. We

F - 10

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

have determined that there were no indicators of impairment of definite-lived intangible assets for the years ended December 31, 2011 and 2010.

Restricted Investment

Our sole restricted investment consists of a certificate of deposit that is collateral for a lease deposit in connection with a New York office lease and is reported in other assets in the consolidated balance sheet. This investment is categorized as a held-to-maturity security (see Note 10 — Fair Value Measurements). As of December 31, 2011 and 2010, the balance in this restricted investment was $538. The certificate of deposit matures in May 2012.

Investments

Investments in which we have significant influence, but less than a controlling voting interest, are accounted for using the equity method. Significant influence is generally presumed to exist when we own an interest of approximately 20% to 50%, and exercise significant influence. Under the equity method of accounting, we include our investment in other assets in the consolidated balance sheets. The consolidated statements of operations include our share of the investee's earnings (losses), and the consolidated statements of cash flows include all cash received from or paid to the investee. Investments in which we have no significant influence (generally less than a 20% ownership interest), or do not exert significant influence, are designated as available-for-sale investments if readily determinable market values are available. If an investment’s fair value is not readily determinable, we account for our investment at cost.

Deferred Financing Costs

Deferred financing costs are amortized under the interest method over the term of the debt. Amortization expense was $3,171 and $1,427 for the years ended December 31, 2011 and 2010, respectively, and are included in interest expense, net in the consolidated statements of operations. For the year ended December 31, 2011, deferred financing costs of $1,759 were expensed in the fourth quarter related to Verge's early repayment of its long-term debt at the Merger Date. As of December 31, 2011 and 2010, deferred financing costs were $11,557 and $2,683, respectively, and are included in other assets in the consolidated balance sheet.

Deferred Rent

We recognize rent expense on leases containing scheduled rent increases by amortizing the aggregate minimum lease payments on a straight-line basis over the lease term.

Revenue Recognition

Revenues are primarily comprised of network radio advertising. Radio advertising revenues are recognized, net of agency fees and producer fees, when the advertising has aired. Revenue generated from charging fees to radio stations and networks for music libraries, audio production elements, and jingle production services are recognized upon delivery, or on a straight-line basis over the term of the contract, depending on the terms of the respective contracts.

In those instances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where we function as an agent or sales representative, our effective commission is presented within revenue.

Stock-Based Compensation

Under the fair value recognition provisions of ASC topic 718, “Compensation-Stock Compensation”, cost is measured at the grant date, based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting periods. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised, the expected volatility of our stock and the number of stock-based awards that are expected to be forfeited. In order to determine the estimated period of time that we expect employees to hold their share-based options, we have used data on the historical exercise pattern of employees. We use the historical volatility of our common stock in order to estimate future share price trends. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. The risk free interest rate that we use in the option valuation model is based on U.S. treasury zero-coupon

F - 11

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

bonds with a remaining term similar to the expected term of the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. If the actual forfeiture rate differs significantly from our estimates, our stock-based compensation expense and our results of operations could be materially impacted.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of accounts receivable.

Our revenues are generated primarily from companies located in the United States. We perform periodic credit evaluations of our customers’ financial condition and, in certain instances, require payment in advance. Accounts receivable are due principally from large U.S. companies under stated contract terms. We provide for estimated credit losses, as required.

For the years ended December 31, 2011 and 2010, one customer accounted for approximately 19% of gross revenues. At December 31, 2011 and 2010, approximately 9% and 28%, respectively, of accounts receivable is due from this customer.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs totaled $425 and $303 for the years ended December 31, 2011 and 2010, respectively.

Income Taxes

Deferred income taxes are recognized for the temporary differences between our financial statement and our tax basis of the assets and liabilities. We calculate the deferred income taxes using the enacted tax rate expected to apply to the taxable income for each year in which the deferred tax liability or asset is expected to be settled or realized. In 2011, we recognized a non-cash benefit of approximately $2,600 related to a reduction of our deferred tax valuation allowance on our net deferred tax assets at December 31, 2011.

We adopted the applicable sections of FASB ASC Topic 740-10 that were included in the pre-Codification FASB Interpretation No. 48, Accounting for Uncertainty of Income Taxes. This authoritative guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with this interpretation is a two-step process. The first step is recognition, in which the enterprise determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of the liability to recognize in the financial statements.

Interest Rate Swap Agreements

From time to time we enter into interest rate swap agreements to manage the risks associated with our variable rate debt. These interest rate swaps are not designated as hedges. Accordingly, interest rate swap agreements are recorded at fair value, and included in assets or liabilities, as appropriate. Changes in fair value at each balance sheet date, and upon maturity, are included in interest expense, net in the consolidated statement of operations. We were not a party to any interest rate swap agreements as of December 31, 2011 and 2010. All of our prior swaps expired during 2010. There was $1,100 interest expense related to the interest rate swaps on the 2010 consolidated statement of operations. In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Agreements. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

Fair Value Measurements

Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows:

F - 12

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Level 1 — Quoted prices in active markets for identical assets or liabilities

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 — No observable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured, and their placement within the fair value hierarchy.

The fair value hierarchy also requires an entity to maximize the use of observable inputs, and minimize the use of unobservable inputs, when measuring fair value.

Earnings Per Share

Basic earnings per share excludes the effect of common stock equivalents and is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares re-acquired during the period are weighted for the portion of the period that they are outstanding. Diluted earnings per share reflect the potential dilution that could result if securities or other contracts to issue common stock are exercised or converted into common stock. Common stock equivalents are excluded in periods in which they are anti-dilutive and for the years ended December 31, 2011 and 2010, the effect of common stock equivalents of 67,824 and 0 were excluded from the calculation of diluted loss per share because the effect was anti-dilutive. Basic and dilutive shares outstanding include the Class A common stock and Class B common stock combined after the adjustment for the conversion of the Class B common stock in connection with the Merger

Reclassifications

Certain amounts in previously issued financial statements have been reclassified to conform to the 2011 presentation. These reclassifications had no effect on previously reported net income. Due to the impact of the Merger, we reconsidered the classification of the following items:

• reclassification in the consolidated balance sheets of capitalized software of $942 from other assets to property and equipment, net;

• reclassification in the consolidated statements of operations of $3,072 from other operating costs to compensation costs.

Recent Accounting Pronouncements

The adoption of the following accounting standards and updates during 2011 did not result in a significant impact to the consolidated financial statements:

Effective January 1, 2011, we adopted new guidance for multiple-deliverable revenue arrangements and certain arrangements that include software elements. The new guidance for multiple-deliverable revenue arrangements requires entities to allocate revenue in an arrangement within the scope of the guidance using estimated selling prices based on a selling price hierarchy. It also eliminates the residual method of revenue allocation and requires revenue to be allocated using the relative selling price method. Application of the new guidance did not have a material effect on our financial statements.

In May 2011, the FASB issued guidance to clarify and revise the requirements for measuring fair value and for disclosing information about fair value measurements. We will adopt this guidance prospectively beginning in fiscal 2012. We do not expect the adoption to have a material impact on our consolidated results of operations or financial position.

In June 2011, the FASB issued guidance which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income ("OCI") by eliminating the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the FASB issued additional guidance which indefinitely defers the requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The

F - 13

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. All amendments are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively.

In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment.  This update simplifies how an entity tests goodwill for impairment.  It provides an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Given this option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The updates are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We adopted this standard in the fourth quarter of 2011.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). The ASU 2011-11 amendments require companies to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 is required to be applied retrospectively for all prior periods presented and is effective for annual periods for fiscal years beginning on or after January 1, 2013, and interim periods within those annual fiscal years. We do not expect adoption of this standard to have a material impact on our consolidated results of operations and financial condition.

Note 3 — Acquisitions

We entered into the following business combinations during 2011 and 2010 to complement our existing lines of Radio business. Transaction costs associated with these business combinations are included in operating expenses in the consolidated statements of operations.

Westwood One, Inc.

On October 21, 2011, we announced the Merger contemplated by the Merger Agreement, dated as of July 30, 2011, by and among Westwood, Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC, "Merger Sub"), and Verge. Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company.

Pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. In connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. Westwood issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of common stock of Westwood on a fully diluted basis. In connection with the Merger, Westwood also issued 9,691.374 shares of Series A Preferred Stock (the “Series A Preferred Stock") to Verge stockholders, in accordance with the Merger Agreement. The consideration exchanged for the Merger totaled $102,379, which is comprised of the market value as of the Merger Date of Westwood's Class A Common Stock of $81,830, the market value of Series A Preferred Stock of $9,691 (calculated by multiplying the number of such preferred shares by the liquidation preference of $1,000 per share), the fair value of the assumed Westwood stock options and RSUs of $1,178 and the purchase accounting consideration exchanged in Verge's purchase of the 24/7 Formats business ("24/7 Formats") of $9,680 (see chart below).

In addition, Westwood, Gores and Triton entered into the Indemnity and Contribution Agreement, dated as of July 30, 2011 and amended on October 21, 2011, whereby under certain circumstances and subject to certain limitations, Triton Media agreed to indemnify Westwood if Westwood suffers any losses arising from or directly related to the Digital Services business, and Gores agreed to indemnify Triton Media if Westwood suffers any losses arising from or directly related to Westwood's sale of its Metro Traffic Business.

The goodwill recorded represents the future economic benefits expected to arise that could not be identified and separately recognized. The goodwill is not deductible for tax purposes.

F - 14

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

As part of the Merger, the pre-Merger debt of Westwood and Verge was paid and we, as borrower and guarantor, entered into new credit facilities (described in Note 9 — Debt) that included term loans, revolving credit facilities and paid-in-kind ("PIK") notes.

On July 29, 2011, just prior to the announcement of the Merger, Verge exercised an option it held to purchase the 24/7 Formats that it had previously managed and operated pursuant to a Management Agreement with Westwood. Verge paid $4,730 for the 24/7 Formats. This pre-existing relationship is subject to ASC 805 - Business Combinations and to the extent such amount is representative of a favorable or unfavorable settlement of a pre-existing relationship, we would recognize a gain or loss as of the date of the Merger. As such, we recognized a gain of $4,950 related to the 24/7 Formats purchase.

As a result of the Merger, our operating results include the operations of the Westwood business from the closing date of the Merger to December 31, 2011. The Westwood business contributed $36,735 and $4,277 in revenue and operating loss for the year ended December 31, 2011, respectively.

Consideration Transferred
Westwood closing price per share on October 21, 2011	3.61
Fair value of 22,667,591 shares of common stock of Westwood	$	81,830
Fair value of prior service for assumed stock options and RSUs	1,178
Fair value of Series A Preferred Stock issued	9,691
Fair value of 24/7 Formats acquisition (including $4,950 gain from the 24/7 Formats purchase)	9,680
	$	102,379

The preliminary purchase price for Westwood was allocated as follows:

Cash and cash equivalents	$	3,112
Accounts receivable	39,500
Prepaid and other assets	5,613
Property and equipment	22,938
Other assets	5,780
Long-term debt	(45,146		)
Accounts payable	(5,820		)
Accrued and other current liabilities	(27,233		)
Other liabilities	(19,528		)
Deferred tax liability	(32,158		)
Fair value of net assets acquired	(52,942		)
Intangible assets	69,177
Goodwill	86,144
Total Purchase Price	$	102,379

Included in the Merger related property and equipment and other liabilities are land, building and debt related to a sale leaseback transaction that did not qualify for sales recognition of our Culver City properties.  Pursuant to the lease, the remaining term of the lease is nine years with two five year renewal options. We are responsible for required repairs, replacements and improvements and have issued a letter of credit for $219 (the equivalent of three months base rent) in lieu of a security deposit.  The building is depreciated over its estimated remaining economic life of 35 years and the debt principal is reduced by the monthly rental payments using the effective interest method whereby a portion of the lease payment is recorded to interest expense and the remaining to reduce the principal. The preliminary purchase accounting allocations have been recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date.

F - 15

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

The following unaudited pro forma financial summary for the years ended December 31, 2011 and 2010 gives effect to the Merger and the resultant acquisition accounting and assume the Merger had occurred as of January 1, 2011 and 2010. The adjustments include amortization expense associated with acquired identifiable intangible assets, interest expense associated with bank borrowings to fund the acquisitions and elimination of transactions costs incurred in fiscal years 2011 and 2010 that are directly related to the transactions and do not have a continuing impact on operating results. The pro forma information does not purport to be indicative of what the financial condition or results of operations would have been had the Merger been completed on the dates set forth in the pro forma financial information.

	Unaudited Pro Forma
	Years Ended December 31,
	2011			2010
Revenue	$	275,463		$	288,595
Operating loss	(12,448		)	(2,802		)
Loss from continuing operations	(30,885		)	(25,224		)
Net loss per basic and diluted share	$	(0.54	)	$	(0.44	)

Radio Voodoo

In June 2010, Verge purchased assets of VoodooVox, Inc. (“Voodoo”). Voodoo provides services that enable radio and television broadcasts to convert call-in lines into voice data collection services which enhance Verge's product offerings to its radio station clients. The assets acquired primarily include all of the related tangible and intangible assets to operate Voodoo's business operations. $1,500 of the purchase price was paid at closing, with two contingent payments to be paid to the sellers on or before March 31, and September 30, 2011. The contingent payments will be equal to 65% of revenues for the period from July 1, 2010 through June 30, 2011. If these payments are less than $2,000, we will pay the sellers an amount equal to 65% of revenues earned from July 1, 2011 through June 30, 2012 that exceed revenues earned from July 1, 2010 through June 30, 2011. Total purchase price cannot exceed $3,500.

The fair value of the estimated contingent payments as of of December 31, 2011 and 2010, was $105 and $1,000, respectively. We made a payment of $895 in 2011 related to these contingent payments. The remaining liability of $105 is expected to be paid in the first half of 2012. No other liabilities were assumed in the acquisition.

In addition, Verge simultaneously (in June 2010) entered into a consulting agreement with the President and the CEO of Voodoo for a period of two years.

The purchase price for Voodoo was allocated as follows:

Property and equipment	$	16
Customer relationships	400
Technology	410
Trade names	150
Goodwill	1,524
	$	2,500

F - 16

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Discontinued Operations

Verge entered into the following business combinations for its Digital Services business discontinued operations during 2010. Transaction costs associated with these business combinations are included in loss from discontinued operations in the consolidated statements of operations.

StreamTheWorld

On May 28, 2010, Verge entered into a Share Purchase Agreement and acquired the remaining outstanding common and preferred shares of StreamTheWorld for approximately $30,400. StreamTheWorld provides online streaming services to its customers, and this acquisition augments the Digital Services business platform, providing online streaming services to StreamTheWorld's customer base that were previously outsourced. The pre-existing equity interest in StreamTheWorld was re-measured at fair value on May 28, 2010. The carrying value of the equity interest in StreamTheWorld as of the date of acquisition was $1,800. The fair value of Verge's equity interest in StreamTheWorld immediately before the acquisition was approximately $7,400. A gain from re-measurement of the investment of $5,573 is included in loss from discontinued operations in the consolidated statement of operations for the year ended December 31, 2010. Verge consolidated StreamTheWorld in its consolidated financial statements beginning with the acquisition of the controlling interest in StreamTheWorld and it is included in the assets and liabilities of discontinued operations in the consolidated balance sheet.

The purchase price for StreamTheWorld was allocated to the related assets acquired and liabilities assumed, and the excess of the consideration exchanged was allocated to goodwill of approximately $24,300.

Transaction costs related to the acquisition amounted to approximately $1,300, which is included in loss from discontinued operations as an operating expense in the consolidated statement of operations in the year ended December 31, 2010.

In order to fund the purchase of StreamTheWorld, Verge received $15,000 under its senior notes from its equity investors, and obtained $20,000 under a term loan.

The purchase price after the re-measurement for StreamTheWorld was allocated as follows:

Cash	$	568
Accounts receivable	1,353
Prepaid expenses and other current assets	1,039
Property and equipment	1,238
Goodwill	26,217
Technology	8,900
Customer relationships	2,700
Trade names	270
Accounts payable	(571		)
Accrued expenses and other current liabilities	(1,854		)
Deferred tax liability	(1,900		)
Long-term debt	(211		)
	$	37,749

F - 17

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Note 4 — Discontinued Operations

On July 29, 2011, the then Board of Directors of Verge (pre-Merger) approved a spin-off of the operations of Verge's Digital Services business to a related entity, Triton Digital, Inc. (“Triton Digital”) that was owned by Triton, Verge's sole stockholder at that time. As part of the spin-off, Verge Media, Inc. (our wholly-owned subsidiary) indemnified Triton for damages resulting from claims (subject to limited carve-outs) arising from or directly related to our Radio network business, Verge Media, Inc. or any of our respective subsidiaries (other than digital companies), provided such claims are made on or before April 30, 2013. Verge spun-off the Digital Services business' net assets with a carrying value of $111,859 to Triton Digital for the year ended December 31, 2011.

The results of the Digital Services business included in discontinued operations for all periods presented were as follows:

	Years Ended December 31,
	2011			2010
Revenue	$	23,543		$	32,796
Cost of revenue	9,065			12,395
Gross profit	14,478			20,401
Operating costs	11,899			19,235
Depreciation and amortization	3,867			5,587
Loss from operations	(1,288		)	(4,421		)
Gain from re-measurement of investment	—			5,573
Loss on equity investment	—			(778		)
Other expenses	—			(696		)
Interest income	26			10
Loss from discontinued operations, before provision for income taxes	(1,262		)	(312		)
Income tax provision for discontinued operations	364			3,054
Net loss from discontinued operations	$	(1,626	)	$	(3,366	)

The Digital Services business' results of operations have been removed from our results of continuing operations for all periods presented. Verge was not required to amend or pay down its existing debt in connection with the spin-off of the Digital Services business and therefore we have not allocated interest expense to the discontinued operations accordingly. We have not allocated any corporate overhead to the discontinued operations. We have not had any significant continuing involvement in the Digital Services business since the spin-off. We have continuing activities and cash flows related to the Digital Services business through the Digital Reseller Agreement (see Note 5 — Related Party Transactions) which was entered into on July 29, 2011 and has a four-year term. Under this agreement Verge agreed to provide, at its sole expense and on an exclusive basis (subject to certain exceptions), for four years, services to Triton Digital customarily rendered by network radio sales representatives in the United States in exchange for a commission.

F - 18

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Assets and liabilities of discontinued operations as of December 31, 2010 were comprised of the following:

ASSETS
Current assets:
Cash and cash equivalents	$	11,673
Accounts receivable, net of allowance for doubtful accounts	9,541
Receivable from related party	4,830
Prepaid expense and other assets	873
Total current assets of discontinued operations	26,917
Property and equipment, net	2,034
Intangible assets, net	31,006
Goodwill	70,043
Other assets	1,641
Total non-current assets of discontinued operations	104,724
Total assets of discontinued operations	$	131,641
LIABILITIES
Current liabilities:
Accounts payable	$	973
Producer payable	1,010
Accrued and other current liabilities	7,405
Total current liabilities of discontinued operations	9,388
Deferred tax liability	3,808
Other liabilities	159
Total non-current liabilities of discontinued operations	3,967
Total liabilities of discontinued operations	$	13,355

Note 5 — Related Party Transactions

Management Agreement

From 2006 to 2011, Verge managed and operated eight 24/7 Formats pursuant to a Management Agreement with Westwood. Under the agreement, Verge had the option to purchase the 24/7 Formats and on July 29, 2011, it exercised its option and paid $4,730 for the purchase of the 24/7 Formats. For the years ended December 31, 2011 and 2010, we recorded expenses of $1,540 and $2,530, respectively, for fees paid to Westwood for the 24/7 Formats and included these fees in other operating costs in the consolidated statement of operations.

Transition Services

On July 29, 2011, Verge entered into a transition services agreement with Triton Digital to provide it with access to and use of certain premises leased by us and related services for a monthly fee income of $22 plus related facilities expenses.  This agreement is effective until such time as the support and use of the various facilities is terminated. The termination date may occur at various times but no later than April 2014. Any termination earlier than the stated termination date must be mutually agreed upon by the parties. Fees related to the transition services were $110 for the year ended December 31, 2011 and are included as credits in other operating costs in the consolidated statement of operations.

F - 19

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Digital Reseller Agreement

On July 29, 2011, Verge entered into a Digital Reseller Agreement with Triton Digital, pursuant to which it agreed to provide, at its sole expense and on an exclusive basis (subject to certain exceptions), for four years, services to Triton Digital customarily rendered by network radio sales representatives in the United States in exchange for a commission. Revenue related to the agreement for the year ended December 31, 2011 is $1,780.

PIK Notes and Senior Notes

After the Merger, PIK Notes classified as long-term debt payable to related parties in the consolidated balance sheet, were held by our major stockholders, Gores and certain entities affiliated with Oaktree Capital Management, L.P. ("Oaktree"). As of December 31, 2011, the total amount of PIK Notes issued by us to the aforementioned related parties was $28,883, and $1,992 is payable to Black Canyon Capital LLC ("Black Canyon") who was a related party until the Merger Date. Interest expense related to these PIK Notes of $819 was accrued for the year ended December 31, 2011 and is included in interest expense in the consolidated statements of operations. See Note 9 — Debt for additional details on these PIK Notes.

Prior to the Merger, senior notes, classified as long-term debt payable to related parties in the consolidated balance sheet, were held by Verge's major stockholders, Oaktree, Black Canyon and certain members of management. As of December 31, 2010, the total amount of senior notes issued by us to the aforementioned related parties was $94,585. Interest expense, including pre-payment penalty fees, related to the senior notes of $15,577 and $12,337 was accrued for the years ended December 31, 2011 and 2010, respectively and is included in interest expense in the consolidated statements of operations. These senior notes were repaid upon the Merger and we incurred a prepayment penalty of $3,397 which is included in interest expense in the consolidated statement of operations. See Note 9 — Debt for additional details on these senior notes.

Other Related Party Transactions

During 2011 and 2010, we recognized approximately $5,000 in revenue and $2,000 in operating income from radio stations in which Oaktree has (directly or indirectly) a financial interest.

Management Fees

Prior to the Merger, Verge had a related party relationship with Triton, its sole shareholder, and incurred fees related to consultancy and advisory services rendered by Triton. For the year ended December 31, 2011 the fees are $212 and are included in other operating costs in the consolidated statements of operations. No fees were incurred after the Merger.

A summary of related party revenue, other operating costs and interest expense is as follows:

	Years Ended December 31,
	2011		2010
Revenue	$	6,780	$	—
Other operating costs	4,642		2,530
Interest expense	16,396		12,337

F - 20

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Note 6 — Property and Equipment

Property and equipment consists of the following:

	December 31, 2011			December 31, 2010
Radio and communications equipment	$	17,575		$	9,565
Office computers, equipment and software	13,842			6,186
Leasehold improvements, building and land	13,580			2,849
Capitalized lease assets	—			404
Property and equipment	44,997			19,004
Accumulated depreciation	(16,519		)	(11,711		)
Property and equipment, net	$	28,478		$	7,293

For the years ended December 31, 2011 and 2010, we recorded depreciation expense associated with property and equipment of $5,214 and $5,105, respectively. This includes depreciation on capitalized lease assets of $19 and $80 for the years ended December 31, 2011 and 2010, respectively.

Note 7 — Goodwill

In September 2011, the FASB issued ASU 2011-08 that simplified how entities test for goodwill impairment. This authoritative guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. We early adopted this guidance for our annual goodwill impairment test that was conducted as of December 31, 2011. Goodwill is not amortized, but tested for impairment at least annually or when changes in circumstances indicate an impairment event may have occurred. In performing the 2011 goodwill impairment test, we assessed the relevant qualitative factors and concluded that it is more likely than not that the fair value of our reporting unit is greater than its carrying amount. After reaching this conclusion, no further testing was performed. The qualitative factors we considered included, but were not limited to, general economic conditions, our outlook for business activity, our recent and forecasted financial performance and the price of our common stock.

The recording of goodwill from acquisitions is guided by the principles of ASC 805 - Business Combinations. ASC 805 defines goodwill as an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

In September 2005, Verge purchased the assets of Backtrax Radio Network (“Backtrax”). Backtrax may receive an annual earn-out equal to 26.5% of net profits, as defined in the asset purchase agreement, for a period of seven years. We recorded an additional $68 and $185 of goodwill for theses earn-outs for the years ended December 31, 2011 and 2010, respectively.

The changes in the carrying amount of goodwill for the years ended December 31, 2011 and 2010 are as follows:

Balance - January 1, 2010	$	79,200
Voodoo acquisition	1,524
Backtrax additional consideration	185
Balance - December 31, 2010	80,909
Westwood acquisition	86,144
Backtrax additional consideration	67
Balance - December 31, 2011	$	167,120

F - 21

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Note 8 — Intangible Assets

Intangible assets by asset type and estimated life as of December 31, 2011 and 2010 are as follows:

		As of December 31, 2011							As of December 31, 2010
	Estimated Life	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Advertiser and producer relationships	15 years	103,901		(26,653		)	77,248		103,901		(19,726		)	84,175
Affiliate service agreements	10 years	65,745		(1,271		)	64,474		—		—			—
Trade names	4 to 5 years	1,780		(1,415		)	365		1,780		(1,051		)	729
Customer relationships	4 years	400		(150		)	250		400		(50		)	350
Technology	8 years	410		(77		)	333		410		(26		)	384
Beneficial lease interests	7 years	1,200		(724		)	476		1,200		(549		)	651
Non-compete agreements	4 years	—		—			—		1,700		(1,346		)	354
Insertion orders	1 year	3,432		(663		)	2,769		—		—			—
		$	176,868	$	(30,953	)	$	145,915	$	109,391	$	(22,748	)	$	86,643

The changes in the carrying amount of intangible assets for the years ended December 31, 2011 and 2010 are as follows:

Balance at January 1, 2010	$	93,630
Additions - Radio Voodoo acquisition	960
Amortization	(7,947		)
Balance at December 31, 2010	86,643
Additions - Westwood acquisition	69,177
Amortization	(9,905		)
Balance at December 31, 2011	$	145,915

Amortization expense included in continuing operations for the years ended December 31, 2011 and 2010 is $9,905 and $7,947, respectively.

Amortization expense for the next five years and thereafter is as follows:

Year Ending December 31:
2012	$	16,905
2013	13,865
2014	13,747
2015	13,552
2016	13,552
2017 and thereafter	74,294
Total amortization expense	$	145,915

F - 22

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Note 9 — Debt

As described in Note 1 — Basis of Presentation above, as part of the Merger that closed on October 21, 2011, Verge's debt and the debt of Westwood were repaid and on the Merger Date, the Company and its subsidiaries, as borrower and subsidiary guarantors, respectively, entered into New Credit Facilities and PIK Notes that are described below .

Prior to the Merger and beginning in November 2007 and through December 31, 2010, Verge entered into a series of separate note purchase agreements to finance its acquisitions, raising additional capital through the issuance of senior notes (collectively, the "senior notes"), notes payable and lines of credit that were all repaid on the Merger Date.

New Credit Facilities

The First Lien Credit Agreement provides for (1) a term loan in an aggregate principal amount of $155,000 (the “First Lien Term Loan Facility”), (2) a $25,000 revolving credit facility, $5,000 of which is available for letters of credit (the “First Lien Revolving Credit Facility” and, together with the First Lien Term Loan Facility, the “First Lien Credit Facilities”) and (3) an uncommitted incremental facility in the amount of up to $25,000, of which $10,000 may be used to increase the amount of the New First Lien Revolving Credit Facility. The Second Lien Credit Agreement provides for a term loan in an aggregate principal amount of $85,000 (the “Second Lien Term Loan Facility” and, together with the First Lien Term Loan Facility, the “Term Loan Facilities”; the Term Loan Facilities collectively with the New First Lien Revolving Credit Facility, the “New Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the Term Loan Facilities was drawn, $9,600 in the revolving credit facility were drawn, and approximately $2,020 of letters of credit were either rolled into the New First Lien Credit Facilities or issued in order to backstop existing letters of credit under Westwood's or Excelsior Radio Networks, LLC ("Excelsior") prior credit agreements. Westwood's and Excelsior's prior credit agreements were repaid as of the consummation of the Merger. We repaid $5,000 of the revolving credit facility in the fourth quarter of 2011.

Each of the First Lien Revolving Credit Facility and First Lien Term Loan Facility has a five-year maturity. The Second Lien Term Loan Facility has a five-year nine-month maturity. The principal amount of the First Lien Term Loan Facility amortizes in quarterly installments equal to 2.5% (per annum) of the original principal amount of the New First Lien Term Loan Facility payable beginning March 31, 2012 and increases by an additional 2.5% per year for the first four and three-quarter years, with the balance payable at maturity. The entire amount of the Second Lien Term Loan Facility is payable at maturity. The difference between the December 31, 2011 carrying values of the First Lien Term Loan Facility and Second Lien Term Loan Facility of $228,742 and outstanding principal amount of $240,000 reflects the unamortized portion of the original issue discount of $11,258 recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. For the year ended December 31, 2011 the amortization of the original issue discount is $492 and is included in interest expense.

PIK Notes

In connection with the Merger, the Company also issued $30,000 in aggregate principal amount of PIK Senior Subordinated Unsecured PIK Notes ("PIK Notes”) to Gores, certain entities affiliated with Oaktree and certain entities affiliated with Black Canyon. The PIK Notes are unsecured and accrue interest at the rate of 15% per annum, which compounds quarterly for the first five years and will compound annually thereafter, mature on the six-year three-month anniversary of the issue date and are subordinated in right of payment to the New Credit Facilities.

Senior Notes

Prior to the Merger, Verge had senior notes held by its major stockholders, Oaktree and Black Canyon, certain members of management and others. There were two tranches of notes; the first due November 1, 2013 with an interest rate of 14.5% and the other due October 31, 2013 with an interest rate of 15.5%. In each case, interest compounded quarterly and was PIK until the principal and accrued interest became due at maturity. The senior notes are shown on the consolidated balance sheet as long-term debt payable to related party and as part of long-term debt.

In May 2010, Verge borrowed $15,000 under the senior notes to finance an acquisition that was then spun-off to Triton Digital.

At December 31, 2010, the outstanding balance of the senior notes was $35,656 with interest at 14.5% and $60,051 with interest of 15.5%. PIK interest expense for the years ended December 31, 2011 and 2010 was $12,180 and $12,337, respectively.

F - 23

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Note Payable

As of December 31, 2010, the outstanding balance under the Verge term loan was $94,734. The term loan was subject to quarterly principal payments with a balloon payment at maturity in June 2013 and the interest rate was reset quarterly. The loan was subject to certain financial covenants, including maximum leverage ratios and minimum fixed charges. Verge was also subject to contingent principal payments based on excess cash flows (calculated annually), as defined in the note agreement. Borrowings were collateralized by substantially all the assets of Excelsior and were cross-collateralized with the line of credit. Prior to the Merger, Verge paid down $8,355 on the term loan during 2011.

At December 31, 2010, the interest rate was 5.75% with interest payable quarterly at a rate of 4.75% above a LIBOR floor of 1%. If the three-month Eurodollar base rate was in excess of 4% for 30 consecutive days, Verge was required to maintain interest rate protection agreements covering a notional amount of not less than 50% of all outstanding indebtedness at that time. The weighted-average interest rate on the term loan for the years ended December 31, 2011 and 2010 were 5.59% and 5.77%, respectively.

Line of Credit

Excelsior, one of Verge's subsidiaries, had a $15,000 line of credit with a financial institution with an interest rate at the lower of 4.75% above LIBOR or 3.75% above the prime rate at December 31, 2010. During the year ended December 31, 2010, the interest rate varied from 4.50% to 4.75% above the LIBOR, or 3.50% to 3.75% above the prime rate, depending on Excelsior's leverage ratio at the time the loan was drawn. During the period from January 1 to October 21, 2011, the interest rate varied from 4.25% to 4.75% above the LIBOR or 3.5% to 3.75% above the prime rate depending on Excelsior's leverage ratio at the time the loan was drawn. The line was collateralized by all the assets of Excelsior and cross-collateralized with the term loan. A portion of the credit line, $763 at December 31, 2010, was set aside as a letter of credit to collateralize Excelsior's lease for the New York office space that now serves as the Company's headquarters. As of December 31, 2010, $14,237 under the line of credit was available to Excelsior. The line of credit was subject to certain financial covenants and certain fees on the unused balance.

In connection with the Merger, the Excelsior line of credit and letter of credit were closed on October 21, 2011 prior to the stated expiration date of June 20, 2013.

The long-term-debt consists of the following:

	December 31, 2011			December 31, 2010
First Lien Term Loan Facility (1)	$	155,000		$	—
Less: original issue discount	(8,793		)	—
Second Lien Term Loan Facility (2)	85,000			—
Less: original issue discount	(2,465		)	—
PIK notes	30,875			—
Revolving credit facility (3)	4,600			—
Verge senior notes	—			95,707
Verge note payable	—			94,734
Total long-term debt	$	264,217		$	190,441
Less current portion	3,875			11,139
Long-term debt, non-current portion	$	260,342		$	179,302

(1) The effective interest rate on the First Lien Term Loan Facility as of December 31, 2011 is 8%.

(2) The effective interest rate on the Second Lien Term Loan Facility as of December 31, 2011 is 13%.

(3) The effective interest rate on the revolving credit facility as of December 31, 2011 is 8.75%.

F - 24

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

The changes in long-term debt (including current portion) for the year ended December 31, 2011 are as follows:

	Verge Senior Notes			Verge Notes Payable			Westwood Debt			First Lien Term Loan Facility			Second Lien Term Loan Facility			PIK Notes		Revolving Credit Facility			Total
As of December 31, 2010	$	95,707		$	94,734		$	—		$	—		$	—		$	—	$	—		$	190,441
PIK interest accrued	12,180			—			—			—			—			—		—			12,180
Repayment of debt	—			(8,355		)	—			—			—			—		—			(8,355		)
Debt assumed in Merger	—			—			45,146			—			—			—		—			45,146
Repayment of debt in Merger	(107,887		)	(86,379		)	(45,146		)	—			—			—		—			(239,412		)
Principle amount of borrowings at the Merger	—			—			—			155,000			85,000			30,000		9,600			279,600
Original issued discount on borrowings	—			—			—			(9,200		)	(2,550		)	—		—			(11,750		)
Repayment of revolving credit facility	—			—			—			—			—			—		(5,000		)	(5,000		)
PIK Note interest	—			—			—			—			—			875		—			875
Amortization of original issue discount	—			—			—			407			85			—		—			492
As of December 31, 2011	$	—		$	—		$	—		$	146,207		$	82,535		$	30,875	$	4,600		$	264,217

Deferred financing costs are amortized under the interest method over the term of the debt. Amortization expense is $3,171 and $1,427 for the years ended December 31, 2011 and 2010, respectively, and was included in interest expense, net in the consolidated statements of operations. Included in amortization of deferred financing costs in the fourth quarter of 2011, was expense of $1,759 to write-off of unamortized deferred financing costs (included in other assets in the consolidated balance sheet) for debt that was paid as part of the Merger.

The aggregate maturities of long-term debt (including PIK Notes) for the next five years and thereafter at December 31, are as follows:

Years ended December 31,	Long-Term Debt Maturities
2012	$	3,875
2013	7,750
2014	11,625
2015	15,500
2016	112,057
2017 and thereafter	113,410
Total	$	264,217

Interest Rate Swap Contracts

From time to time Verge had entered into interest rate swap contracts to manage interest rate risk. Such contracts fix the borrowing rates on floating debt to provide a hedge against the risk of rising rates. We were not a party to an interest rate swap contract as of December 31, 2011 and 2010.

By using derivative financial instruments to hedge exposure to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the interest rate swap contract. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate swap contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

F - 25

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposure that may adversely impact expected future cash flows, and by evaluating hedging opportunities.

At January 1, 2010, Verge was party to four interest rate swap agreements. One agreement required Verge to pay fixed interest of 4.41% on a total notional value of $30,000, and expired on December 31, 2010. The remaining three agreements each required the Company to pay a fixed interest of 3.6% on a total notional value of $18,000, and expired on June 30, 2010. The $18,000 amortized down along with the debt. Verge had not contemporaneously assessed the effectiveness of its interest rate swap agreements. All of our prior swaps expired during 2010. There was $1,100 interest expense related to the interest rate swaps on the 2010 consolidated statement of operations. See Note 10 — Fair Value Measurements for a further discussion of the fair value of the instrument.

In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Agreements. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

Note 10 — Fair Value Measurements

Our financial instruments consist primarily of cash and cash equivalents, restricted investment, accounts receivable, accounts payable, producer payables, accrued expenses, long-term debt, and interest rate swap contracts. The carrying values of our cash and cash equivalents, restricted investment, accounts receivable, accounts payable, producer payables, and accrued expenses approximate fair value due to the short maturity of these instruments. The fair value of our long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying amount of our long-term debt (less the revolving credit facility of $4,600) as of December 31, 2011 and 2010 was $259,617 and $190,441, respectively. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration and risk profile, we have determined the fair value of our debt to be approximately $261,972 and $199,000as of December 31, 2011 and 2010, respectively. In determining the market interest yield curve, we considered our credit rating.

However, considerable judgment is required in interpreting market data to develop estimates of fair value. The fair value estimate presented herein is not necessarily indicative of the amount that we or the debt holders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

The fair value of interest rate swaps is based on forward-looking interest rate curves, as provided by the counter-party, adjusted for our credit risk. Fair value of the liability for contingent consideration related to business combinations is estimated using discounted forecasted revenues.

As of December 31, 2011, assets and liabilities measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	5,627	$	—	$	—
Restricted investment (included in other assets)	538		—		—
Total assets	$	6,165	$	—	$	—
Liabilities
Liability for contingent consideration	$	—	$	—	$	105
	$	—	$	—	$	105

F - 26

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

As of December 31, 2010, assets and liabilities measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	2,275	$	—	$	—
Restricted investment (included in other assets)	538		—		—
Total assets	$	2,813	$	—	$	—
Liabilities
Liability for contingent consideration	$	—	$	—	$	1,000
	$	—	$	—	$	1,000

The following table presents our liability for contingent payments on acquisition measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Description	2011			2010
Balance at the beginning of the year	$	1,000		$	—
Payments made	(895		)	—
Business acquired	—			1,000
Balance at the end of the year	$	105		$	1,000

The following table presents our asset measured at fair value on a non-recurring basis:

	For the Year Ended December 31, 2011						For the Year Ended December 31, 2011
Description	Fair Value		Level 3		Impairment Charge		Fair Value		Level 3		Impairment Charge
Asset
Investment (included in other assets)	—		—		561		561		561		561
Total	$	—	$	—	$	561	$	561	$	561	$	561

During 2011, we determined that the impairment on this investment was other-than-temporary based upon its future cash flow analysis and recorded a non-cash impairment charge of $561, which is recorded in other expense, net in the consolidated statements of operations. The impairment resulted in a reduction of the investment balance to $0.

During 2010, the investment was measured for impairment and resulted in a non-cash impairment charge of $561, which is recorded in other expense, net in the consolidated statements of operations. The impairment was primarily due to a significant decline at that time in revenues from 2008 to 2010. We utilized the then current and forecasted financial information, including multiple measures of revenue, net income, and EBITDA, in the determination of the impairment.

Note 11 — Preferred Stock

In connection with the Merger, the Company also issued 9,691.374 shares of Series A Preferred Stock of the Company (the “Series A Preferred Stock") to Verge stockholders, in accordance with the Merger Agreement. The holders of the Series A Preferred Stock do not have a  contractual redemption right, however the holders control the Board of Directors and therefore in accordance with generally accepted accounting principles we have presented the Series A Preferred Stock in the mezzanine section of our consolidated balance sheets above Stockholders' Equity.

Each holder of the Series A Preferred Stock is entitled to receive dividends when, as and if declared by our Board of Directors or a duly authorized committee thereof out of funds legally available therefore at an annual rate equal to (i) 9% per annum from and excluding the issue date through and including the second anniversary of the issue date, (ii) 12% per annum from the day immediately following the second anniversary of the issue date through and including the fourth anniversary of the issue date, and (iii) 15% per annum thereafter. Dividends are to be paid in cash and, to the extent not paid on March 15, June 15, September 15

F - 27

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

or December 15 of any given year, shall accumulate and remain accumulated dividends until paid to the holders of the Series A Preferred Stock. No cash dividends shall in any instance be paid in the first year after the Series A Preferred Stock is issued, and the Company may further pay cash dividends to the New Common Stock and not on the Series A Preferred Stock during the first year notwithstanding the priority of the Series A Preferred Stock otherwise set forth in the Restated Charter. For the period from October 22, 2011 to December 31, 2011, the Company accrued $171 in cumulative dividends payable related to the Series A Preferred Stock and included that amount in Series A Preferred Stock and accumulated dividends.

Following the first anniversary of the issue date (i.e., October 21, 2012), the Company may redeem the Series A Preferred Stock for cash at our option at a redemption price equal to the liquidation preference of $1,000 per share, plus all dividends accumulated thereon and all accrued and unpaid dividends to the payment date. The Series A Preferred Stock shall not have any right to convert such shares into or exchange such shares for any other class or series of stock or obligations of the Company. Upon the liquidation, bankruptcy, dissolution or winding up of the Company, the holders of the shares of the Series A Preferred Stock shall be entitled to an amount of cash equal to the liquidation preference of $1,000 per share, plus all dividends accumulated thereon and all accrued and unpaid dividends to the payment date. A change of control will be considered a liquidation, dissolution or winding up of the Company. The Series A Preferred Stock do not have any voting powers, either general or special, except that the affirmative vote or consent of the holders of a majority of the outstanding shares of the Series A Preferred Stock is required for any amendment of the Restated Charter if the amendment would specifically alter or change the powers, preferences or rights of the shares of the Series A Preferred Stock and affect them adversely. The Series A Preferred Stock ranks senior over the common stock with regard to dividends and distributions of assets upon liquidation, dissolution or winding up of the Company.

Note 12 — Stockholders' Equity

On the Merger Date, pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. Also in connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. We issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of its common stock on a fully diluted basis. No fractional shares of Class B Common Stock were issued in connection with the Merger and holders of fractional shares of Class B Common Stock received a whole share of Class B Common Stock. As of our Amended and Restated Certificate of Incorporation as filed with the Delaware Secretary of State on December 12, 2011, authorized shares of Class A common stock are 5,000,000,000 and authorized shares of Class B common stock are 35,000,000. Verge's prior period common stock balances have been adjusted to reflect the conversion of the Verge shares to Class B common stock at a ratio of approximately 6.838 to 1, with the difference in par value being adjusted in additional paid-in capital. Total stockholders' equity was unchanged.

Note 13 — Stock-Based Compensation

Prior to the acquisition of Westwood, the Company did not have a stock-based compensation plan. As part of the Merger, the Company assumed all of the outstanding stock options and restricted stock units ("RSU") previously granted by Westwood to its employees under the 1999 Stock Incentive Plan (the "1999 Plan”), the 2005 Equity Compensation Plan (the "2005 Plan”) and/or the 2010 Equity Compensation Plan (which is an amended and restated version of the 2005 Plan, the "2010 Plan").

The detail of the assumed stock options granted under Westwood's stock-based compensation plans as of October 21, 2011 were as follows.

Plan	Assumed Options	Unvested Options	Weighted Average Exercise Price		Last Expiration Date
1999 Plan	9,972	—	$	1,382.51	7/7/2018
2005 Plan	2,421	—	$	1,261.94	1/8/2018
2010 Plan	1,053,000	700,341	$	6.19	2/12/2020
Total	1,065,393	700,341	$	21.93

F - 28

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Unvested stock options of Westwood assumed on the date of the Merger have vesting periods that extend over a period ending February 12, 2013. Certain of these options have accelerated vesting provisions under certain circumstances, including a change in control.

Outstanding RSUs of Westwood assumed on the date of the Merger consisted of two grants for 66,732 shares, which were to vest over a two year period ending October 10, 2013. The RSUs had accelerated vesting provisions under certain circumstances, including a change in control. As a result this RSU vested on November 18, 2011. See Restricted Stock Units below for additional details.

On December 19, 2011, our Board of Directors approved the adoption of the 2011 Stock Option Plan (the "2011 Plan"). The purpose of the 2011 Plan is to furnish a material incentive to employees, officers, consultants and directors by making available to them the benefits of common stock ownership through stock options. Under the 2011 Plan, we may grant stock options that constitute “incentive stock options” (“ISOs") within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended, or stock options that do not constitute ISOs ("NSOs and with ISOs, the “Options"). Under the 2011 Option Plan, 8,513,052 shares of the Company’s Class A common stock are authorized for issuance of which 2,946,827 remain available for issuance as of December 31, 2011. Under the 2010 Plan, a maximum of 2,650,000 shares of Class A common stock are authorized for issuance of equity compensation awards of which 760,634 remain available for issuance as of December 31, 2011.

The 2011 Plan will be administered by the Compensation Committee, and a sub-committee of which will be authorized to grant ISOs to officers and employees and NSOs to employees, officers, directors and consultants. The Compensation Committee will also be authorized to interpret the 2011 Option Plan, prescribe option agreements and make all other determinations that it deems necessary or desirable for the administration of the 2011 Plan.

All stock-based compensation expense is included in compensation expense for financial reporting purposes. Stock-based compensation expense is recognized using a straight-line basis over the requisite service period for the entire award. For the year ended December 31, 2011 stock-based compensation expense is $1,280 and is included in compensation costs. Also included in the 2011 stock-based compensation expense is $145 for the modification of awards upon the termination of an employee.

The fair value of the assumed options and RSUs was $954 and $224, respectively, and are included in the purchase price of the Merger, see Note 3 — Acquisitions.

Stock Options

Stock option activity for the period from October 21, 2011 to December 31, 2011 is as follows:

	Shares			Weighted Average Exercise Price
Grants assumed as part of the Merger	1,065,393			$	21.93
Granted	5,566,225			$	3.27
Exercised	—			$	—
Canceled, forfeited or expired	(116,424		)	$	11.50
Outstanding December 31, 2011	6,515,194			$	6.17
Options exercisable at end of period	973,940			$	21.99
Aggregate estimated fair value of options vesting during the period	$	1,521

At December 31, 2011, vested and exercisable options had an aggregate intrinsic value of $0 and a weighted average remaining contractual term of 4.41 years. Additionally, at December 31, 2011, 5,541,254 unvested options were expected to vest with a weighted average exercise price of $3.39, a weighted average remaining term of 9.89 years and an aggregate intrinsic value of $0. No options were exercised during the period from October 22, 2011 to December 31, 2011. The aggregate intrinsic value of options represents the total pre-tax intrinsic value (the difference between our closing stock price at the end of the period and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options at that time. For the year ended December 31, 2011, compensation expense related to stock options was $1,226 and is included in compensation costs. Also included in the 2011 stock-based compensation expense is $145 for the modification of awards upon the termination of an employee.

F - 29

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

As of December 31, 2011, there was $16,202 of unearned compensation cost related to stock options granted under all of our stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of 3.8 years.

Options granted in the period from October 21, 2011 to December 31, 2011, vested as follows: one-fortieth (1/40) immediately and the remainder in equal one-fortieth (1/40) monthly installments beginning on December 21, 2011 and on each monthly anniversary thereafter through October 21, 2014 and then one-one hundred twentieth (1/120) monthly installments beginning November 21, 2014 through October 21, 2015. Options are expensed on a straight-line basis over the requisite service period for the entire award with the amount of compensation cost recognized at any date being at least equal to the portion of the grant-date value of the award that is vested at that date.

The estimated fair value of options assumed from Westwood on the date the Merger closed and of options granted in the period from such date to December 31, 2011 were measured using the Black-Scholes-Merton option pricing model using the weighted average assumptions as follows:

				Assumed Options Fair Value
	December 31, 2011			Greater Than $0			Equal To $0
Risk-free interest rate	1.84		%	0.02% to 1.860%			0.02% to 1.50%
Expected term (years)	10.00			0.08 to 8.31			0.26 to 6.72
Expected volatility	109.5		%	117.5% to 180.0%			94.1% to 176.0%
Expected dividend yield	—		%	—		%	—		%
Exercise prices	$	3.27		$6.00 to $8.02			$36.00 to $7,038.00
Weighted average fair value of options granted	$	3.00		$	1.48		$	—
Number of shares	5,566,225			1,053,000			12,393

The risk-free interest rate for periods within the life of the option is based on a blend of U.S. Treasury rates. The expected term is based on length of time until the option expires at the valuation date, which cannot exceed ten years. The expected volatility assumption used by us is based on the historical volatility of the Westwood and Dial Global stock using a period equal to the expected term. The dividend yield represents the expected dividends on our common stock for the expected term of the option and we do not expect to declare any dividends during that time.

Additional information related to options outstanding at December 31, 2011, segregated by grant price range is summarized below:

Options outstanding at exercise price of:	Number of Options	Weighted Average Exercise Price		Remaining Weighted Average Contractual Life (in years)
$3.27	5,566,225	$	3.27	9.98
$6.00	836,832	$	6.00	4.12
$8.02	100,000	$	8.02	0.88
$36 - $438	8,982	$	238.45	3.46
$1,234 - $7,038	3,155	$	4,455.70	2.84
	6,515,194	$	6.17	9.07

Restricted Stock Units

Outstanding RSUs of Westwood assumed on the date of the Merger consisted of one grant for 66,667 shares and one grant for 65 shares, with a fair value of $3.61 per share. All of these RSUs vested on November 18, 2011. For the year ended December 31, 2011, the compensation expense related to these RSUs was $16 and is included in compensation costs.

On December 20, 2011, our Compensation Committee determined that our independent non-employee directors should receive an award of RSUs valued in an amount of $65 for their initial year of service as directors. These awards vested as follows: one-twelfth (1/12) immediately and the remainder in equal one-twelfth (1/12) monthly installments beginning on December 21, 2011

F - 30

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

and on each monthly anniversary thereafter through October 21, 2012. For the year ended December 31, 2011, compensation expense related to these RSUs is $38 and is included in compensation costs. As of December 31, 2011, unearned compensation cost related to RSUs is $157. Under the 2010 Plan, options, RSUs and restricted stock (once granted) are deducted from the authorized plan total, with grants of RSUs, restricted stock and related dividend equivalents being deducted at the rate of three shares for every one share granted.

RSUs activity for the period ended December 31, 2011 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Grants assumed as part of the Merger	66,732		$	3.61
Granted	60,000		$	3.25
Converted to common shares	(76,731	)	$	3.56
Canceled, forfeited or expired	—		$	—
Outstanding end of period	50,001		$	3.25

Note 14 — Restructuring Charges

In the fourth quarter of 2011, we announced plans to restructure certain areas of our business in connection with the acquisition of Westwood (the “2011 Program”). The 2011 Program includes charges related to the consolidation of certain operations that reduced our workforce levels, closed certain facilities and terminated certain contracts. These actions are expected to continue into 2012. In connection with the 2011 Program, we recorded $3,131 of costs for the year ended December 31, 2011. As of December 31, 2011, liabilities related to restructuring charges of $2,394 are included in accrued expense and other liabilities and are expected to be paid within one year and $1,504 of non-current liabilities are included in other liabilities in the consolidated balance sheets.

The restructuring charges identified in the consolidated financial statements for the year ended December 31, 2011 are comprised of the following:

	Westwood Acquisition		Additions		Cash Utilization			Non-Cash Utilization		Balance  December 31, 2011
Severance	$	183	$	2,372	$	(1,616	)	$	—	$	939
Facilities	2,405		300		(176		)	—		2,529
Contract terminations	—		459		(29		)	—		430
Total	$	2,588	$	3,131	$	(1,821	)	$	—	$	3,898

F - 31

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Note 15 — Income Taxes

The income tax benefit from continuing operations consists of the following:

	Years Ended December 31,
	2011			2010
Current tax provision:
Federal	$	—		$	—
State	249			33
Total current tax provision	249			33
Deferred tax (benefit) provision:
Federal	(19,358		)	(671		)
State	(3,632		)	(289		)
Total deferred tax (benefit) provision	(22,990		)	(960		)
Total income tax (benefit) provision	$	(22,741	)	$	(927	)

The income tax (benefit) for continuing operations for the year ended December 31, 2011 was primarily the result of purchase price adjustments which will provide a future source of taxable income enabling us to utilize our net operating losses and the release of our December 31, 2010 valuation allowance. The income tax (benefit) for continuing operations for the year ended December 31, 2010 was primarily the result of losses during the year ended December 31, 2010.

Reconciliations of the difference between income taxes from continuing operations computed at the statutory federal rate, and provision for income taxes for the years ended December 31, 2011 and 2010, are as follows:

	Years Ended December 31,
	2011		2010
Statutory rate	35.0	%	34.0	%
24/7 Formats transaction	5.4		—
Change in valuation allowance	27.0		(29.6	)
Tax exempt income	2.0		—
Transaction fees	(2.0	)	—
Return to provision true-up	3.1		—
Change in statutory rate	—		0.5
State taxes, net of federal benefits	0.6		5.5
Other	0.1		—
	71.2	%	10.4	%

F - 32

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

The primary components of temporary differences which give rise to deferred taxes and deferred liabilities are as follows:

	December 31, 2011			December 31, 2010
Deferred tax assets
Capital loss	$	13,735		$	—
Net operating losses	54,123			12,992
Accrued interest	2,737			—
Restructuring	1,637			—
Depreciation	—			1,518
Transaction fees	79			30
Stock-based compensation	977			—
Deferred rent	380			386
Allowance for bad debt	725			90
Investment impairment	462			190
Other	343			195
Total deferred tax assets	75,198			15,401
Deferred tax liabilities
Depreciation	(4,602		)	—
Intangible assets	(49,148		)	(19,323		)
Deferred cancellation of indebtedness	(23,502		)	—
Accrued expense and other	(674		)	(9		)
Total deferred tax liabilities	(77,926		)	(19,332		)
Valuation allowance	(12,930		)	(2,614		)
Net deferred tax liability	$	(15,658	)	$	(6,545	)
Net deferred tax asset — current	1,961			—
Net deferred tax (liability) — non-current	$	(17,619	)	$	(6,545	)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that either some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, tax-planning strategies, and available carry-back capacity in making this assessment.

At December 31, 2011, we had net operating loss carry-forwards (NOLs) available to offset future taxable income of $131,547

for federal, and $116,959 for various state, tax returns. The NOLs expire in various amounts starting from 2018 to 2031.

The authoritative guidance associated with the accounting for uncertainty in income taxes recognized in an enterprise's financial statements prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with this interpretation is a two-step process. The first step is recognition, in which the enterprise determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of the liability to recognize in the financial statements.

F - 33

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

We classify interest expense and penalties related to unrecognized tax benefits as income tax expense. The accrued interest and penalties were $1,200 at December 31, 2011. For the year ended December 31, 2011, we recognized $31of interest and penalties. 

Unrecognized tax benefit activity is as follows:

	Unrecognized Tax Benefit
Assumption of Westwood unrecognized tax benefits upon acquisition	$	2,858
Additions for current period tax positions	31
Balance at December 31, 2011	$	2,889

We determined, based upon the weight of available evidence, that it is more likely than not that our tax positions will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the positions.  Therefore, no reserve had been previously accrued until the acquisition of Westwood. The amount of unrecognized benefit that we estimate will be reversed in the next twelve months is $44. Substantially all our unrecognized tax benefits, if recognized, would affect the effective tax rate. We are currently under audit for our 2008 and 2009 U.S. federal income tax returns.

Note 16 — Commitments and Contingencies

Operating Leases

We lease office space, as well as telecommunications, office equipment, and satellite communications, under various operating lease agreements, which expire at various dates through 2022. Certain lease agreements are non-cancellable, with aggregate minimum lease payment requirements, and contain certain escalation clauses.

We incurred aggregate rent expense under our operating leases for the years ended December 31, 2011 and 2010 of $5,399 and $5,700, respectively. We earned sublease income for the years ended December 31, 2011 and 2010 of $1,080 and $1,100, respectively.

Future minimum rental payments and future minimum rent to be received under non-cancellable operating leases, consisted of the following at December 31, 2011:

Year	Future Minimum Rent		Future Minimum Sublease Income
2012	$	9,575	$	(1,138	)
2013	9,267		(1,311		)
2014	8,621		(1,311		)
2015	8,907		(1,311		)
2016	7,968		(218		)
2017 and thereafter	24,734		—
Total	$	69,072	$	(5,289	)

F - 34

DIAL GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(In thousands, except share and per share amounts)

Broadcast Rights and Other Services

We are committed under various contractual agreements to pay for broadcast rights that include news services and for other services that include talent, research, weather service, and executive contracts. The approximate aggregate future minimum obligations under such contractual agreements for the five years after December 31, 2011 and thereafter, are set forth below:

Year	Broadcast Rights		Other Services
2012	$	57,993	$	36,513
2013	55,538		26,345
2014	47,622		26,530
2015	48,178		19,470
2016	48,995		17,019
2017 and thereafter	107,827		4,204
Total	$	366,153	$	130,081

Included in broadcast rights table above are commitments due to CBS Radio and its affiliates.

Legal Matters

We are subject, from time to time, to various claims, lawsuits, and other complaints arising in the ordinary course of business. We routinely monitor claims such as these, and record provisions for losses to the extent a claim becomes probable and the amount due is estimable. For matters that have reached the threshold of probable and estimable, we have established reserves for these contingent liabilities.

Note 17 — Subsequent Events

In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Facilities. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

F - 35

Schedule II — Valuation and Qualifying Accounts

Allowance for Doubtful Accounts

Years Ended December 31,	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions Write-offs and Other Adjustments			Balance at End of Period
2011	$	175	$	401	$	(338	)	$	238
2010	$	307	$	93	$	(225	)	$	175

F - 36

EX-10.9

Exhibit 10.9

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into this [__] day of October, 2011, by and between Westwood One, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as defined below) controlled directly or indirectly by the Company), and [____________] Company to enter into indemnification agreements with each post-closing board member. (“Indemnitee”).

WHEREAS, it is essential to the Company that it be able to retain and attract as directors and officers the most capable persons available;

WHEREAS, increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such persons;

WHEREAS, the Company's by-laws (the “Bylaws”) require it to indemnify itsdirectors and officers to the fullest extent authorized or permitted by applicable law and the Company's certificate of incorporation (the “Certificate”);

WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee's rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of the Bylaws or any change in the ownership of the Company or the composition of its Board of Directors); and

WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in agreeing to become a director and/or officer of the Company.

NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth below:

(a)“Corporate Status” describes the status of a person who is serving or has served (i) as a director or officer of the Company, (ii) in any capacity with respect to any employee benefit plan of the Company or (iii) as a director, manager, partner, trustee, officer, employee or agent of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section 1(a), if Indemnitee is serving or has served as a director, manager, partner, trustee, officer, employee or agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request of the Company.

(b)“Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.

1 Company to enter into indemnification agreements with each post-closing board member.

(c)“Expenses” shall mean all fees, costs and expenses incurred by Indemnitee in connection with any Proceeding (as defined below), including, without limitation, attorneys' fees, disbursem Company to enter into indemnification agreements with each post-closing board member.

(d)“Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

(e)“Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, inquiry, administrative hearing, appeal or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee's rights hereunder.

(f)“Subsidiary” shall mean any Entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof.

2.Services of Indemnitee. In consideration of the Company's covenants and commitments hereunder, Indemnitee agrees to serve as a director and, if applicable, an officer of the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee's service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

3.Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows:

(a)Proceedings Other Than by or in the Right of the Company. Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilitiesactually and reasonablyincurred or paid by Indemnitee in connection with such Proceeding.

(b)Proceedings by or in the Right of the Company. Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of Indemnitee's Corporate

Status, Indemnitee shall be indemnified by the Company against all Expenses actually and reasonably incurred or paid by Indemnitee in connection with such Proceeding. The Expenses and Liabilities, as applicable, against which Indemnitee shall be indemnified by the Company pursuant to Section 3(a) and this Section 3(b) shall be referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts.”

(c)Conclusive Presumption Regarding Standard of Care. In making any determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

4.Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than, with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee's claim for indemnification has arisen, as follows:

(a)Proceedings Other Than by or in the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

(b)Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and

i.it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or

ii.it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Delaware Courts (as defined below) or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which the Delaware Courts or such other court shall deem proper; or

iii.it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities and Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

(c)Insurance Proceeds. Subject to Section 23 below, to the extent payment is actually made to Indemnitee under a valid and collectible insurance policy in respect of Indemnifiable Amounts in connection with such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder except in respect of any excess beyond the amount of payment actually made to Indemnitee under such insurance.

5.Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for Indemnitee's claim. The Company shall pay such Indemnifiable Amounts to Indemnitee as soon as practicable but in any event within thirty (30) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

6.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee's Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Indemnifiable Expenses actually andreasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or by reason of settlement, judgment, order or otherwise in favor of Indemnitee with respect to such claim, issue or matter, shall be deemed to be a successful result as to such claim, issue or matter.

7.Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee's action was unlawful.

8.Agreement to Advance Expenses; Undertaking. If Indemnitee is entitled to the payment of Indemnifiable Expenses pursuant to this Agreement, the Company shall advance all such Indemnifiable Expenses incurred byor on behalf ofIndemnitee as soon as practicable but in any event within ten (10) business days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Indemnitee hereby undertakes to repay any and all of the Indemnifiable Expenses so advanced to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses. This undertaking is an unlimited general obligation of Indemnitee.

9.Procedure for Advance Payment of Expenses. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8 of this Agreement, together with documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made as soon as practicable but in any event within ten (10) business days after the Company's receipt of such request.

10.Remedies of Indemnitee.

(a)Right to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Delaware Courts (as defined below) to enforce the Company's obligations under this Agreement.

(b)Burden of Proof. In any judicial proceeding brought under Section 10(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses hereunder.

(c)Expenses. The Company agrees to reimburse Indemnitee in full for any Indemnifiable Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, provided that the Company shall have no obligation hereunder in the event that it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder with respect to such action.

(d)Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.

11.Defense of the Underlying Proceeding.

(a)Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company's ability to defend in such Proceeding is materially and adversely prejudiced thereby.

(b)Defense by Company. Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee (which shall not be unreasonably withheld or delayed), consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.

(c)Indemnitee's Right to Counsel. Notwithstanding the provisions of Section 11(b) above, if, in a Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee's choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee's choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

12.Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows:

(a)Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

(b)Enforceability. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally.

13.Insurance. For so long as Indemnitee shall remain a director and/or officerof the Company or otherwise have Corporate Status, and with respect to any such prior service, Indemnitee shall be named as an insured in all policies of director and officer liability insurance in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company's officers and directors. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

14.Contract Rights Not Exclusive. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Certificate, the Bylaws or any other agreement, vote of stockholders or disinteresteddirectors or otherwise, both as to action in Indemnitee's official capacity and as to action in any other capacity as a result of Indemnitee's serving as a director and/or officer of the Company or otherwise having Corporate Status.

15.Successors. This Agreement (a) shall be binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, equity interests and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) shall be binding on, shall inure to the benefit of and shall be enforceable by the heirs, personal representatives, executors and administrators of Indemnitee. The Company shall require and cause any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business, equity interests and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

16.Subrogation. Subject to Section 23 below, in the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

17.Change in Law. To the extent that a change in Delaware law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the Certificate, the Bylaws and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

18.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

19.Indemnitee as Plaintiff. Notwithstanding anything set forth in this Agreement, except with respect to a proceeding brought by Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee's rights hereunder, and except as provided in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, any manager, director or officer thereof or any third party, unless the Board of Directors of the Company has authorized or consented to the initiation of such Proceeding. This Section 19 shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

20.Modifications and Waiver. Except as provided in Section 17 above with respect to changes in Delaware law which broaden the right of Indemnitee to be indemnified or be advanced expenses by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

21.General Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

If to the Company, to:

Westwood One, Inc.

220 West 42nd Street, 3rd Floor

New York, NY 10036

Attention: Chief Executive Officer

Facsimile: (646) 285-0174

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Attention: Christopher J. Greeno, P.C.

Tana M. Ryan

Fax: (312) 862‑2200

If to Indemnitee, to:

[Name of Indemnitee]

[Address 1]

[Address 2]

[Facsimile:]

or to such other address as may have been furnished in the same manner by either party to the other party.

22.Governing Law; Consent to Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of the Company and Indemnitee hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail in accordance with Section 21 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.

23.Primacy of Indemnification. The Company hereby acknowledges that certain directors and officers affiliated with Oaktree Capital Management, L.P. or The Gores Group, LLC or affiliates of Oaktree Capital Management, L.P. or The Gores Group, LLC may have certain rights to indemnification, advancement of expenses and/or insurance provided by such institutional investors or certain of their affiliates (collectively, the “Institutional Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Institutional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee in accordance with this Agreement without regard to any rights Indemnitee may have against the Institutional Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Institutional Indemnitors from any and all claims against the Institutional Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Institutional Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Institutional Indemnitors shall have a right of

contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Institutional Indemnitors are express third-party beneficiaries of the terms of this Section 23.

24.Entire Agreement. This Agreement, and the documents and instruments referenced herein, embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof, including but not limited to any prior indemnification agreements entered into between Indemnitee and the Company or its Subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

WESTWOOD ONE, INC.

By:

Name:

Title:

____________________________________

[Name of Indemnitee]

EX-10.35

Exhibit 10.35

SUBLEASE

THIS SUBLEASE ("this Sublease"), dated as of 1st day of November; 2004,

between SFX Entertainment, Inc. dlb/a Clear Channel Entertainment, a Delaware corporation; having an address at 220 West 42nd Street, New York, New York 10036 (referred to herein as "Sublandlord"), and Excelsior Radio Networks, Inc., a Delaware corporation, having an address at 220 West 42" Street, New York, New York 10036 (referred to herein as "Subtenant").

WITNES SETH:

1.DEMISE AND TERM. Sublandlord hereby leases to Subtenant, and Subtenant hereby hires from Sublandlord, those certain premises (the "Subleased Premises") consisting of the agreed amount of 18,267 rentable square feet comprising the entire 3rd floor (containing the agreed amount of 10,493 rentable square feet) and a portion of the 4^th floor (containing the agreed amount of 7,774 rentable square feet) (as identified on Exhibit A attached hereto) of the building located at 220 West 42nd Street, New York, New York (the "Building"). The term of this Sublease shall be the period (A) commencing on the date hereof (the "Commencement Date"), and (B) ending at 11:59 p.m. on September 30, 2014 (the "Expiration Date"), unless sooner terminated pursuant to the terms of this Sublease. Notwithstanding the foregoing, in the event that the Subleased Premises are not delivered to Subtenant by August 1, 2005, then, at any time thereafter but prior to delivery of the Subleased Premises to Subtenant, Subtenant shall be entitled to terminate this Sublease and receive the return of its security with neither party having any further liability to the other hereunder.

2.SUBORDINATE TO OVERLEASE. This Sublease is and shall be subject and subordinate to that certain lease dated as of March 13, 2000, between Massachusetts Mutual Life Insurance Company (the "Overlandlord"), as landlord, and Sublandlord, as tenant, as the same has been modified by an amendment dated as of October 22, 2002, and as the same may be amended and/or modified from time to time (the "Overlease") and all other matters to which the Overlease is or shall be subject and subordinate. Subtenant hereby acknowledges receipt of a redacted version of the Overlease prior to the execution and delivery of this Sublease. Sublandlord agrees that its right to amend or modify the Overlease is limited by the provisions of paragraph 3. (B) of this Sublease.

3.PROVISIONS OF OVERLEASE.

(A)Incorporltion by Reference.The terms, covenants and

conditions of the Overlease are incorporated herein by reference so that, except to the extent that they are inapplicable or deleted or modified by the provisions of this Sublease for the purpose of incorporation by reference, each and every term, covenant and condition of the Overlease binding or inuring to the benefit of the landlord thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublandlord, and each and every term, covenant and condition of the Overlease binding or inuring to the benefit of the tenant thereunder shall, in respect of this Sublease, but solely to the extent each of the same relates to Subtenant's occupancy or its use and enjoyment of the Subleased Premises, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sublease, and as if the words "Landlord" and "Tenant," or words of similar import, wherever the same appear in the Overlease, were construed to mean, respectively, "Sublandlord" and "Subtenant" in this Sublease, and as if the words "Premises" or "Demised Premises," or words of similar import, wherever the same appear in the Overlease, were construed to mean "Subleased Premises" in this Sublease, and

as if the word "Lease," or words of similar import, wherever the same appear in the Overlease, were construed to mean this "Sublease." Notwithstanding the foregoing, the following provisions of the Overlease shall be deemed deleted for the pin^-poses of incorporation by reference in this Sublease (however, Subtenant's rights hereunder shall remain subject to Overlandlord's rights as set forth in such provisions): (1) Sections 1.01-1.05, 2.01-2.04, 3.01(a)-(d), 3.02(a), 3.05, but only as to Operating Expenses, 3.06, 5.02, 5.04-5.05, 11.01(b)-(0, 11.03(a), 12.01(ii), 12.02 (except to the extent of Subtenant's furniture that is brought into the Subleased Premises), 14.01, 14.02, 15.01, 19.01, except Subtenant shall be entitled to an abatement of rent and additional rent to ^-the same extent that Sublandlord receives one with regard to the Subleased Premises, 19.05, 27.01, 35.04(b) and (c)(except as hereinafter referenced), 35.07(b), 35.19(c), and 37.05 (2) Articles 4, 6, 7, 8, 9, 16, 28, 29, 30, 31, 33, 38, 39, 40, 42, 43, 44, 45 and 46, and (3) Exhibits B, B-1, B-2, C, D, G-1, 0-2, H-1, 11-2„ 1, K, L, M, N-2, 0, P, Q, R-1, R-2, S, T, U, V, W, X, Y, Z, AA and BB. In the event of a conflict or inconsistency between any term, covenant or condition in the Overlease incorporated herein by reference and any of the express terms, covenants or conditions set forth herein, the terms, covenants and conditions of this Sublease shall govern (except to the extent that the same would be a violation of or breach of the terms of the Overlease).

(B)Subtenant's Obligations.Except as otherwise specifically provided herein, all acts and obligations to be performed and all of the terms and conditions to be observed by Sublandlord as tenant under the Overlease with respect to the Subleased Premises shall be performed and observed by Subtenant, and Subtenant's obligations shall run to Sublandlord or Overlandlord as Sublandlord may determine to be appropriate or required by the respective interests of Sublandlord and Overlandlord. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be bound by any amendment or modification of the Overlease entered into between Sublandlord and the Overlandlord after the date hereof which amendment contains an obligation which is greater than any obligation of the tenant or which diminishes any right of the tenant contained in the Overlease as of the date hereof nor shall any right of Subtenant contained in the Overlease (as incorporated by reference herein) be modified in any adverse manner without the prior written consent of Subtenant.

(C)Time Limits. The time limits contained in the Overlease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening all time limits of ten (10) days or less by two (2) days in each instance and by shortening all time limits in excess of ten (10) days by four (4) days in each instance, so that in each instance Subtenant shall have two (2) days or four (4) days, as the case may be, less time to observe or perform hereunder than Sublandlord has as the tenant under the Overlease; provided that if the Overlease provides a time limit of five (5) days or less, Subtenant shall have two (2) Business Days (the term "Business Day" being defined as defined in the Overlease) for notice, demand or cure as the case maybe.

(D)Conflict of Terms. If any of the express terms, conditions or provisions of this Sublease shall conflict with any of the terms, conditions or provisions incorporated by reference, such conflict: (i) if it relates to services or facilities to be provided by the Overlandlord under the Overlease or benefits to be conferred by the Overlandlord under the Overlease, shall be resolved in each such instance in favor of the express terms, conditions and provisions of the Overlease (unless the Sublandlord has specifically agreed in this Sublease to provide a particular service or facility as opposed to simply passing through the obligation of the Overlandlord to provide same, in which case, a specific agreement on the part of Sublandlord to so provide a service or facility shall control), and (ii) if it relates to any other term, condition or

provision of this Sublease, shall be resolved in each such instance in favor of the express terms, conditions and provisions of this Sublease.

(E)Notices from Overlandlord. If Subtenant receives any notice or

demand from the Overlandlord with respect to the Subleased Premises or this Sublease, Subtenant shall promptly give a copy thereof to Sublandlord. If Sublandlord receives any notice or demand from the Overlandlord with respect to any obligations to be performed by Subtenant or Sublandlord or any services or facilities to be furnished to Subtenant at the Subleased Premises, Sublandlord shall promptly give a copy thereof to Subtenant.

4.PERFORMANCE BY SUBLANDLORD. (A) Any obligation of

Sublandlord which is contained in this Sublease by the incorporation by reference of the provisions of the Overlease shall be observed or performed by Sublandlord using commercially reasonable diligent efforts to cause the Overlandlord to observe and/or perform the same, and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance. Subject to the foregoing, and except to the extent of any other obligation of Sublandlord specifically identified in this .Sublease as being provided to the Subtenant, Sublandlord shall not be required to furnish, supply to, or install anything in the Subleased Premises. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublandlord's rights under the Overlease, and, notwithstanding any provision to the contrary, as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Overlease, Sublandlord shall not be required to make any payment or perform any obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord's obligation to pay the rent and additional rent due under the Overlease and otherwise perform its obligations so as to prevent a default by Sublandlord under the Overlease, and for Sublandlord's obligation to use commercially reasonable efforts, upon written request of Subtenant, to cause the Overlandlord to observe and/or perform its obligations under the Overlease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building of which the Subleased Premises are a part, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, (ii) constructive eviction, whether in whole or in part, or (iii) liability on the part of Sublandlord; provided, with regard to (iii) only, except to the extent caused by the gross negligence or willful misconduct of Sublandlord, .its employees, agents, representatives, contractors, clients, guests or invitees. The obligations and duties of Subtenant with regard to Article 13 of the Overlease as the same is incorporated in this Sublease by reference relate to the Subleased Premises, and not the Building as a whole unless the misuse, negligence, willful misconduct or uninsurable acts or omissions of Subtenant, its employees, agents, representatives, contractors, clients, guests, invitees and/or sub-subtenants shall have an adverse impact upon a portion or portions of the Building outside of the Subleased Premises or those portions of the Building systems outside the Subleased Premises; by way of amplification, Subtenant shall not be responsible for structural repairs or repairs to the Building systems or entrance doors unless due to the misuse, negligence, willful misconduct or uninsurable acts or omissions of Subtenant, its employees, agents, representatives, contractors, clients, guests, invitees and/or sub-subtenants. Without derogation of the foregoing, if and to the extent Sublandlord shall receive an abatement pursuant to the provisions of Subsections 35.04(b) and (c) of the Overlease, Subtenant shall be entitled to a portion of such abatement (i.e. as such portion of Subtenant's rentable square footage affected by the condition giving rise to such abatement relates to the aggregate rentable square footage in the Building also affected by the condition giving rise to the abatement) after deduction of the same portion of all reasonable costs, fees

and/or expenses, including without limitation reasonable attorneys' fees and disbursements incurred in connection with obtaining same.

(B)During the Term, as long as Subtenant is, not in default under any

of the covenants of this Sublease (beyond applicable notice and/or grace periods, if any), Sublandlord shall provide: (i) necessary passenger elevator facilities on Business Days from 8 a.m. to 7 p.m, and have one elevator subject to call at all other times, subject to the rules and regulations of the Building; (ii) heat to the Subleased Premises when and as required by law, on Business Days from 8 a.m. to 7 p.m.; (iii) water for ordinary lavatory, and office pantry and/or kitchen purposes, but if Subtenant uses or consumes water for any other purposes based upon Sublandlord's commercially reasonable judgment, Sublandlord may install a water meter at Subtenant's reasonable expense which Subtenant shall thereafter maintain at Subtenant's expense in good working order and repair to register such water consumption and Subtenant shall pay for water consumed as shown on said meter as additional rent as and when bills are rendered; (iv) cleaning service for the Subleased Premises on Business Days at Sublandlord's expense to specifications consistent in all material respects with the cleaning in the balance of the office space in the Building, and at a minimum, consistent with other office buildings in the Times Square area; (v) air conditioning/cooling will be furnished to Subtenant from May 15th through September 30th on Business Days (Mondays through Fridays, holidays excepted) from 8:00 a.m. to 7:00 p.m. and ventilation will be furnished on Business Days during the aforesaid hours except when air conditioning/cooling is being furnished as aforesaid; and (vi) freight elevator without charge during move-in and move-out, and intermittently during the Term (provided that if use other than move-in and move-out is after hours, Subtenant shall be responsible for the cost of any costs of Sublandlord in providing same, which may include without limitation overtime charges for the managing agent and/or Sublandlord's facilities management staff), pursuant to the rules and regulations of the Building. Sublandlord reserves the right to stop services of the heating, elevators, plumbing, air conditioning, power systems or cleaning or other services, if any, when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Sublandlord for as long as may be reasonably required by reason thereof. The same shall be done with a minimum of inconvenience to Subtenant and Sublandlord shall pursue the alteration with due diligence.

5. NO BREACH OF OVERLEASE. Subtenant shall not do or permit to be done any act or thing (or fail to act in a manner), which may constitute a breach or violation of any term, covenant or condition of the Overlease by the tenant thereunder, whether or not such act or thing is permitted under the provisions of this Sublease. Except to the extent that the obligations of the tenant under the Overlease are made the responsibility of the Subtenant pursuant to the provisions of this Sublease, the Sublandlord shall not do or permit to be done any act or thing (or fail to act in a manner) which may constitute a breach or violation of any term, covenant or condition of the Overlease by the tenant thereunder.

6.    NO PRIVITY OF ESTATE. Nothing contained in this Sublease shall be construed to create privity of estate or contract between Subtenant and the Overlandlord.

7.    INDEMNIFICATION BY SUBTENANT. Subtenant does hereby indemnify and hold harmless Sublandlord and Overlandlord from and against any and all losses, costs, damages, expenses, fees, charges, costs of settlement, and liabilities, including, without limitation, reasonable attorneys' fees and disbursements, incurred or paid by Sublandlord or Overlandlord, and shall defend Sublandlord and Overlandlord against all claims, assertions, actions, proceedings and suits relating to: (i) Intentionally Omitted; (ii) any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises, other than

accidents, damages or injuries caused by Sublandlord or Overlandlord or their respective officers, employees, agents or contractors; (iii) .any breach or default by Subtenant in the observance or performance of the covenants and agreements contained herein, or the Overlease as incorporated herein by reference; (iv) any work done in or to the Subleased Premises by Subtenant or Subtenant's contractors, agents or employees; (v) any act, omission or negligence on the part of Subtenant and/or its officers, employees, agents, customers, contractors or invitees, or any person claiming through or under Subtenant or such persons, officers, employees, agents, customers, contractors or invitees; or (vi) any losses of or damages to property, injuries to person, or claims of other Subtenants or occupants of Subtenant or of any other tenant or occupant of the Building, arising out of or in connection with any alterations, additions or improvements in or to the Subleased Premises by Subtenant or Subtenant's contractors, agents or employees, or acts, omissions or negligence in connection herewith.

8. USE. Subtenant shall use and occupy the Subleased Premises for general, executive, and administrative office use only, and for no other purpose. In that regard, Subtenant shall only be permitted to have limited training facilities, if applicable, at the Subleased Premises so that the tenor of the use complies with the restrictions in the immediately preceding sentence. Under no circumstances are weapons of any kind permitted at the Subleased Premises. Subtenant shall comply with the certificate of occupancy relating to the Subleased Premises and with all laws, statutes, ordinances, orders, codes, rules, regulations and requirements of all federal, state and municipal governments, or such board of fire underwriters or fire insurance rating organization, and the appropriate agencies, officers, departments, boards and commissions thereof (the "Government Regulations"), and the board of fire underwriters and/or the fire insurance rating organization or similar organization performing the same or similar functions, whether now or hereafter in force, applicable to the Subleased Premises, relating to Subtenant's occupancy, use or manner of use of the Subleased Premises; but nothing contained herein shall require Subtenant to make any expenditures unless same is .required in order to cause the Subleased Premises to comply with the Government Regulations and the reason for the non-compliance is due to (a) the particular manner of use of the Subleased Premises by Subtenant or its employees, agents, contractors or representatives (as distinguished from general, executive, and administrative offices), (b) a breach of, or default under, the terms and provisions of this Sublease by Subtenant, and/or (c) the acts or omissions of Subtenant. Subject to the terms of this Sublease and the Overlease (including, without limitation, rights of Overlandlord and/or Sublandlord to conduct repairs and the like), Subtenant and Subtenant's employees shall have access to the Subleased Premises 24 hours a day, 7 days a week.

9. Ma.

(A)Fixed Rent. (i) Subtenant shall pay to Sublandlord rent (herein

called the "Fixed Rent") (inclusive of electricity) for the period commencing on the Commencement Date and ending on the last day of September, 2014, both dates inclusive, at the annual rates set forth below:

(a) Commencement Date, to and including the last day of September, 2005: $529,703.00;

(b) October 1 2005, to and including the last day of September, 2006: $543,991.30;

(c) October 1, 2006, to and including the last day of September, 2007: $558,667.00;

(d) October 1, 2007, to and including the last day of September, 2008: $610,317.00;

(e) October 1, 2008, to and including the last day of September, 2009: $626,982.50

(f) October 1, 2009, to and including the last day of September, 2010: $644,147.90;

(g) October 1, 2010, to and including the last day of September, 2011: $689,228.80;

(h) October 1, 2011, to and including the last day of September, 2012: $708,261.60;

October 1, 2012, to and including the last day of September, 2013: $727,865.50;

and

October 1, 2013, to and including the last day of September, 2014: $748,057.40.

Notwithstanding the foregoing, Subtenant is being provided an abatement (the "Concession Period Abatement") and is being excused from the payment of Fixed Rent (but not electricity) for the period from the Commencement Date through the one hundred seventy-ninth (179^th) day after the Commencement Date, subject to the conditions set forth below in this paragraph 9 (A) (i). If at any time during the Term, this Sublease shall be terminated by Sublandlord in accordance with the terms of this Sublease and/or applicable law by reason of a Subtenant breach and/or default by Subtenant with regard to (x) any monetary covenant on its part to be complied with or performed, and/or (y) any non-monetary covenant, agreement or term on its part to be complied with or performed (after expiration of applicable notice and/or grace periods), then, upon the occurrence such termination, and only upon such termination (as opposed to default and/or breach not resulting in a termination of this Sublease) that portion of the Concession Period Abatement so conditionally excused shall become immediately due and payable by Subtenant to Sublandlord. In the event that if a court of competent jurisdiction determines in a final and nonappealable judgment that the Sublandlord unreasonably withheld its consent to alterations proposed by Subtenant or the plans and specifications therefor, and in such case the prosecution of the Tenant's Initial Alterations are delayed, then the Concession Period Abatement shall be extended by one (1) day for each day of such delay.

(ii) The Fixed Rent shall be paid to Sublandlord in equal monthly installments in advance on or before the first day of each month during the term of this Sublease, except that the first month's Fixed Rent shall be paid simultaneously with the execution hereof. Fixed Rent, Additional Rent (as hereinafter defined) and other charges payable hereunder shall be paid promptly when due, without notice or demand therefore in the case of Fixed Rent (except where Additional Rent is due in fixed monthly payments and Subtenant has been provided with a notice of such monthly amount; in which event, monthly invoices on account of such Additional Rent items shall not be necessary), and without deduction, abatement, counterclaim or set off of any amount or for any reason whatsoever, except as may be specifically provided herein. Sublandlord shall give Subtenant notice of any change in Additional Rent or other charges payable hereunder; provided, however, that failure to give such notice shall not limit Sublandlord's rights to collect Additional Rent or other charges due and payable hereunder retroactively after the giving of said notice and in no event shall failure to give such notice be deemed a waiver of Sublandlord's rights to collect such Additional Rent or other charges payable hereunder. Notwithstanding anything in this Sublease to the contrary, any claims for Fixed Rent or Additional Rent shall be made within two (2) years from the end of the Tax Year or Operating Year (as those terms are defined in the Overlease) next following the Expiration Date as presently scheduled hereunder. Sublandlord shall have the same remedies for a default in the payment of Additional Rent and other charges payable hereunder as it has for a default in the payment of Fixed Rent. If the Commencement Date or Expiration Date shall occur on a date other than the first (1St) day of a calendar month, the Fixed Rent for such month shall be pro-rated based on the number of days in such calendar month. Subtenant understands that certain items of Additional Rent are calculated based on an annual budget which is prepared by the managing agent required by the Overlease. Those budgeted items are then reconciled at the end of the year. If and to the extent that Subtenant receives a request for monthly installments of Additional Rent, Subtenant shall pay the amounts so requested and Subtenant may request reasonable supporting information with respect to such requested Additional Rent and, to the extent that such information is available to Sublandlord, Sublandlord shall make such information available to Subtenant, but such request for information shall not delay Subtenant's payment of Additional Rent as

demanded under this Sublease; to the extent that such information needs to be obtained from the Overlandlord, Sublandlord agrees to request such information from the Overlandlord but shall have no obligation or liability beyond making such request.

(B)Payment of Rent, Fixed Rent, Additional Rent and all other

charges payable hereunder shall be paid to Sublandlord in lawful money of the United States by check drawn on a bank which is a member of the New York Clearing House Association at the address of Sublandlord set forth at the head of this Sublease, or to such other person and/or at such other address as Sublandlord may from time to time designate by notice to Subtenant; or, by wire transfer to an account designated by Sublandlord in writing, from time to time. Notwithstanding the foregoing, from and after the Commencement Date and until such time as Subtenant shall receive a notice to the contrary, the Sublandlord's address for payment. of Fixed Rent and Additional Rent shall be at 2000 West Loop SOuth, Houston, Texas 77207 Attn: Controller - Accounting Department. No payment by Subtenant or receipt by Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent, Additional Rent or other charge; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublandlord may accept any check or payment from Subtenant or otherwise without prejudice to Sublandlord's right to recover the balance due or to pursue any other remedy available to Sublandlord.

1.LATE CHARGES. If payment of any Fixed Rent, Additional Rent or other charge payable by Subtenant hereunder shall not have been paid within ten (10) days after notice that such amount was due and payable hereunder (or without notice in the case of payments of Fixed Rent), a late charge of one and one-half percent (1-1/2%) per month (or the then maximum laWful interest rate, whichever shall be less) of the unpaid amount due, accrued from the date such amount was originally due and payable, shall be added to the sum due and shall be deemed Additional Rent hereunder. If Subtenant shall issue a check to Sublandlord, which is returned unpaid for any reason (other than the fault of Sublandlord), Subtenant shall pay to Sublandlord an additional charge of $500.00 to defray Sublandlord's expenses in connection therewith. Nothing contained in this Article and no acceptance of late rent by Sublandlord shall be deemed to extend or change the time for payment of Fixed Rent, Additional Rent or any other charge payable hereunder. Notwithstanding the foregoing, Tenant shall be entitled, once during each twelve (12) consecutive month period of the term of this Sublease, to a ten (10) day notice of late payment of Fixed Rent (after which notice and the failure to make payment within such ten [10] day period, the foregoing late charge may be assessed, with such charge accruing from the date such amount was originally due and payable) and any subsequent delinquency in the payment of Fixed Rent shall be subject to such late charge without notice.

2.ADDITIONAL RENT. The following shall constitute "Additional Rent" hereunder:

(A)Electricity. (1) Subject to the provisions of this Section 11(A),

Sublandlord agrees to furnish, or cause the Overlandlord to furnish, Subtenant with all electric current (including at least 6 watts per rentable square foot) and such other utilities and building operating services as reasonably required by Subtenant in connection with the permitted use and occupancy of the Subleased Premises. There shall be a charge to Subtenant for such electric current which shall be Three dollars ($3.00) per square foot per annum for the Term (based upon 18,267 rentable square feet), which amount is presently included in the Fixed Rent; provided that Sublandlord reserves the right, at its option, to change the manner in which electricity is charged to Subtenant, (x) by survey, in which case Subtenant shall pay an amount equal to the electric charges for the Subleased Premises suggested by such survey, or, (y) by submeter so long as

Sublandlord shall pay the cost to install such submeter, and Sublandlord shall charge Subtenant the same rate that Sublandlord pays without a markup; provided, however, if, as a result of any material alteration or addition to Subtenant's electrical equipment and/or appliances in the Subleased Premises, the cost of furnishing electric service to the Subleased Premises shall be increased, Subtenant shall be required to pay for such increased cost (and notwithstanding the foregoing, Subtenant shall pay the reasonable cost of installation of such submeter), upon a presentation of reasonable proof of such increase to Subtenant. If Sublandlord shall elect to charge Subtenant by means of survey (conducted by an electrical engineer calculating relative usage and demand compared to that of a typical professional office tenant) or submeter as contemplated in the preceding sentence, then the Fixed Rent shall be reduced by an amount equal to Three dollars ($3.00) per square foot per annum (based upon 18,267 rentable square feet).

(2) At all times during the term of this Sublease, Subtenant will comply in the Subleased Premises with all present and future rules, regulations, terms and conditions applicable to service equipment, wiring and requirements in accordance with the regulations of the public utility company supplying electric current to the Building. Subtenant shall not use any electrical equipment, which, in the reasonable discretion of Sublandlord or the discretion of the Overlandlord, will overload such installations or interfere with the use thereof by the other occupants of the Building. Subtenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of the then existing feeders to the Subleased Premises or the risers or wiring installation, nor shall Subtenant use or install any fixtures, equipment or machines the use of which in conjunction with other fixtures, equipment and machines in the Building would result in an overload of the electrical circuits servicing the Building. Nothing herein shall be deemed an assurance of the continued availability from the public utility company supplying electric current to the Building of sufficient current to the Subleased Premises or that the quantity or type of current is now or shall hereafter be adequate for Subtenant's needs. Sublandlord shall in no way be liable or responsible to Subtenant for any loss or damage or expense which Subtenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for Subtenant's requirements, except if due to the negligent acts or omissions of Sublandlord. Subtenant shall furnish, install and replace, as required, all lighting tubes, lamps, bulbs and ballasts required in the Subleased Premises, at Subtenant's sole cost and expense (or upon request by Subtenant, Sublandlord will furnish, install and replace same at Subtenant's cost). All lighting tubes, lamps, bulbs and ballasts so installed shall become Sublandlord's property upon the expiration or sooner termination of this Sublease.

(3) If any taxes or charges are or shall be imposed upon Sublandlord or its agent in connection with the sale or resale of electrical energy to Subtenant pursuant to this Section 11(A), Subtenant covenants and agrees that, where permitted by law, such taxes or charges allocable to the Subleased Premises shall be passed on to Subtenant and paid by Subtenant to Sublandlord or its agent upon demand, as Additional Rent, without set-off or deduction. Sublandlord shall deliver a copy of the relevant tax bill upon written request by Subtenant.

(B)Real Estate Taxes. (1) As Additional Rent hereunder, for each.

Tax Year (as hereinafter defined) commencing as of July 1, 2005 and continuing for the balance of the Term, Subtenant covenants and agrees to pay to Sublandlord, Subtenant's Percentage (as hereinafter defined) of the amount by which Taxes (as defined in the Overlease, but as modified by Subsection 11(b)(4) below) exceeds Taxes, as finally determined, for the time period from July 1, 2004 to and including June 30, 2005 (such time period referred to herein as the "Base Year"). Notwithstanding the foregoing, in the event that the Subleased Premises are not delivered to Subtenant by April 1, 2005 in the condition required herein, then the Base Year shall be July 1,

2005 to and including June 30, 2006. For purposes of Section 11(B) of this Sublease, the term "Subtenant's Percentage" shall mean with respect to Taxes, Eight and Twenty-Seven One Hundredths (8.27%) percent of such Taxes. Subtenant's Percentage is calculated based on an agreed rentable square footage for the Subleased Premises of 18,267 and an agreed rentable square footage for the entire Building of 221,000.

(2)    All amounts due to Sublandlord pursuant to Section 11 (B)(1) shall be paid by Subtenant in the same manner based upon the same proof and shall otherwise be subject to the same provisions as set forth in Article 3 of the Overlease.

(3)    If the Expiration Date shall occur on a date other than June 30, any Additional Rent due under this Section 11(B) for the Tax Year in which such Expiration Date shall occur shall be apportioned on a per diem basis. In the event of termination of this Sublease, any Additional Rent due under this Section 11(B) shall be paid or adjusted within thirty (30) days of Sublandlord's statement to Subtenant. Subtenant shall be entitled to its proportionate share of any refunds (less its proportionate share of reasonable expenses), if any. For the purposes of this Sublease, "Tax Year" shall mean the fiscal year from July 1 to June 30. Sublandlord shall deliver a copy of the relevant statement of expenses upon written request by Subtenant; further, Sublandlord shall also provide Subtenant with reasonable proof of Base Year Taxes upon written request by Subtenant.

(4)    Sublandlord hereby represents to Subtenant that (i) the Building is affected by two separate Industrial Commercial Incentive Program ("ICIP") abatements; one in the amount of $15,300,000, and one in the amount of $1,800,000, and (ii) such ICIP benefits were granted and began at different times (i.e. - to Sublandlord's knowledge one year apart), however, each respectively provides an eight (8) year abatement against the Building's assessment in the full amount of the respective ICIP abatement with each such abatement phasing out 20% per year beginning in the ninth year. Notwithstanding anything to the contrary contained in this Sublease, in calculating Subtenant's Percentage of Taxes for the entire Term of the. Sublease, the Sublandlord shall calculate Subtenant's Percentage of Taxes in a manner which shall assume that each of such ICIP benefit grants has not phased out. In other words, (a) at all times including time during which the ICIP abatements phase out and/or when either or both have fiilly phased out, in calculating the amount to be paid by Subtenant on account of Subtenant's Percentage of Taxes, the full amount of the initial ICIP benefit grants (i.e. $17,100,000) shall be deducted from the then assessed value of the Building used to calculate the actual tax bill for the applicable fiscal tax period before applying the then applicable tax rate (and then multiplying by 0.0827, representing application of Subtenant's Percentage); and (b) Subtenant's Percentage of increases in Taxes above the Base Year shall not be affected by the loss of any ICIP benefits or abatements. Subtenant shall have the right (but not the obligation) to dispute Sublandlord's determination of Subtenant's Percentage of increases in Taxes above the Base Year upon written notice to Sublandlord within ninety (90) days of Sublandlord's determination of such amount, provided, however, the only basis on which Subtenant may bring such challenge is that the Sublandlord made a mathematical error in making the calculation, it being intended that the Subtenant shall not have the right to challenge (i) the percentage used in calculating Subtenant's Percentage of Taxes, (ii) the amount of the Taxes for the Base Year or (iii) the amount of the Taxes for any period after the Base Year.

(C)[Intentionally Deleted].

(D)Additional Charges. (1) Subtenant, at its sole cost and expense,

shall pay any reasonable costs, charges, or other sums relating to, or incurred in connection with, Subtenant's use of the Subleased Premises and the providing of services in respect thereof (other than those services to be provided as expressly set forth herein or incorporated by reference in this Sublease - i.e. by way of illustration but not limitation extraordinary cleaning requirements, use of freight elevator other than as contemplated for move-in and move-out, overtime porter services), whether such sums are payable pursuant to the Overlease or the rules and regulations of the Building or otherwise. Any such additional charges shall be due and payable to Sublandlord within twenty (20) days of written demand. On request from Subtenant, Sublandlord will provide evidence reasonably adequate to substantiate the amounts demanded from Subtenant to the extent that such information is made available to Sublandlord from the managing agent for the Building of whom Sublandlord shall make demand and use commercially reasonable efforts to secure performance, provided, however, the request for such information shall not entitle the Subtenant to delay payment of any amounts of Additional Rent demanded by Sublandlord. Any mistakes in the calculation of the amount to be reimbursed, or any overpayment or underpayment, shall be reconciled promptly after receipt of any relevant information with any appropriate credit to Subtenant or amounts owed to Sublandlord to be made against the next installment(s) of Rent, in the case of a credit, or paid to Sublandlord within thirty (30) days of such reconciliation. In the event that the Subtenant is entitled to a credit against the Rent as described in the immediately preceding sentence and the amount of the credit exceeds the balance of the installments of Rent remaining under this Sublease, then any such excess shall be paid to Subtenant within thirty (30) days of such reconciliation.

(1)

(2)Subtenant's liability for the amounts due under this Article 11 with respect to the Term of this Sublease shall survive the expiratidn or sootier termination of this Sublease.

(3)In no event shall any adjustment of the payment made or to be made on account of the Additional Rent pursuant to this Article 11 result in a decrease in Fixed Rent, it being agreed that the payment of Additional Rent is an obligation supplemental to the obligation to pay Fixed Rent.

(4)Sublandlord's failure during the term of this Sublease to prepare and/or deliver, or any error made by Sublandlord in the preparation of, any statements or bills, or Sublandlord's failure to make a demand, under this Article 11, or any other provision of this Sublease, shall not in any way be deemed to be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any portion of Additional Rent or other charges which may have become due pursuant to this Sublease during the term of this Sublease.

(5)Subtenant shall pay (or reimburse Sublandlord if the same are levied against Sublandlord) before delinquency, any occupancy or rent tax which is required by law to be paid by a "tenant" or "other occupant" with respect to this Sublease or the Subleased Premises. If Subtenant is not required to pay such occupancy or rent tax, Subtenant shall pay (or reimburse Sublandlord if the same are levied against Sublandlord) before delinquency, Subtenant's proportionate share of any occupancy or rent tax which Sublandlord is required to pay with respect to the Overlease and attributable to the Subleased Premises, provided such amount payable is not in excess of the tax payable solely with respect to the Fixed Rent, Additional Rent and other charges payable under this Sublease. Subtenant shall also pay (or reimburse Sublandlord if the same are levied against Sublandlord) before delinquency, any and all ad valorem or other taxes, assessments, license fees and public charges levied or assessed against Subtenant's business in the Subleased Premises, Subtenant's fixtures, furnishings, furniture, equipment, supplies, signs, and any other personal property of Subtenant therein and the Leased Furniture.

(6)Sublandlord shall provide central mail services in the Building for mail distribution throughout the Building including the Subleased Premises. All deliveries to Subtenant must be made through the 41⁵¹ Street delivery entrance and made in compliance with Sublandlord's reasonable rules and regulations thereto. Sublandlord reserves the right to designate a different entrance for deliveries. All deliveries and mail addressed to Subtenant shall be sorted and delivered in the Building's central mailroom and delivered to Subtenant in accordance with Sublandlord's normal mailroom practices and procedures. Subtenant shall be permitted to use the Buildings central mailroom for Subtenant's outgoing mail and such actual postal charges shall be billed directly to Subtenant (unless previously stamped with postage upon deposit with mailroom).

(7)Subtenant shall make arrangements to be billed directly for all utilities servicing the Subleased Premises (with the exception of electricity, which is dealt with elsewhere in this Sublease, and water, heat, air conditioning and ventilation utilized during business hours).

(8)Subtenant shall be required to use the Sublandlord's security system, at no cost or expense, except for reasonable processing costs for keycards and/or maintenance.

(9)Subtenant's use of heating, ventilation and air conditioning during the business hours between 8:00 am and 7:00 pm on Business Days shall be included in Subtenant's Fixed Rent, provided, however, if Subtenant uses heating, ventilation and air conditioning at other times and/or other days, the direct costs thereof shall be Subtenant's responsibility. Sublandlord shall cause such services to be provided at all other times during the respective seasons therefor, other than 8:00am to 7:00pm on Business Days, provided Subtenant actually provides Sublandlord or a representative of Sublandlord designated for such purpose reasonable advance notice. If more than one tenant/subtenant requires and receives after-hours heating, ventilation and air conditioning, and there is concurrent use of elements of the heating, ventilation and air conditioning system as between Subtenant and such other user(s), the costs of such services shall be shared pro-rata between Subtenant and such tenant/subtenant. [Apparently, some or all of the elements of your HVAC system are for your exclusive use. Hence, the need for the revision.]

12    CONDITION OF SUBLEASED PREMISES. Subtenant acknowledges that it has had the opportunity to examine and inspect the Building and the building services and systems, the entire Subleased Premises and the furniture and fixtures therein and is fully familiar with the physical condition thereof. Subtenant agrees that Subtenant is leasing the Subleased Premises and the furniture (if any) and fixtures therein "as is", and that Sublandlord is not required to perform any work or expend any monies (other than as set forth in Paragraph 42 hereof) in order to make the Subleased Premises ready for Subtenant's occupancy. In making and executing this Sublease, Subtenant acknowledges that, other than as may be specifically set forth in this Sublease, Sublandlord has not made and does not make any representations or warranties as to the Building, the building services and systems, the air quality of the Building or the Subleased Premises, the physical condition of the Subleased Premises or fixtures therein and that Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made.

13    CONSENTS AND APPROVALS. In any instance when Sublandlord's consent or approval is required under this Sublease, Sublandlord's refusal to consent to or approve any matter or thing shall be deemed reasonable if, inter alia, such consent or approval has not been obtained from the Overlandlord and, provided that Sublandlord shall otherwise be willing to

grant such consent or approval, Sublandlord shall use commercially reasonable efforts (which shall not include the requirement to pay costs, fees, expenses or expend sums, except to the extent specifically provided for in the Overlease; in which event, Subtenant shall pay same) to obtain the consent of the Overlandlord if such consent or approval is required under the Overlease. Sublandlord's failure to notify Subtenant of whether it will or will not consent to or approve any such matter or thing within the applicable time limits, if any, will not

be deemed unduly delayed if, inter alia, such notification has not been received from the Overlandlord within such time limits and Sublandlord shall have used commercially reasonable efforts to obtain Overlandlord's consent as required herein. Except as expressly provided above, Sublandlord shall have no obligation to take any action or incur any cost or expense to compel the Overlandlord to consent to any matter or thing under the Overlease or as to this Sublease. In the event that Subtenant shall seek the approval by or consent of Sublandlord and Sublandlord shall fail or refuse to give such consent, except in instances wherein Sublandlord is adjudicated to have acted in bad faith (and such adjudication is final and no longer appealable), Subtenant shall not be entitled to any damages or abatement for any withholding or delay of such approval or consent by Sublandlord, it being agreed that Subtenant's sole remedy shall be an action for injunction or specific performance and that said remedy of an action for injunction or specific performance shall be available only in those cases where Sublandlord shall have expressly agreed in writing not to unreasonably withhold or delay its consent. Except in those instances in this Sublease wherein Sublandlord has expressly agreed not to unreasonably withhold or delay its consent, Sublandlord shall be entitled to grant or withhold its consent in its sole and absolute discretion. Except as otherwise provided herein, in the event of Sublandlord's failure to respond to a request for consent or approval within thirty (30) days of such request and the failure of Sublandlord to respond within ten (10) days of a second request for such consent or approval given after such thirty (30) day period (which second notice shall state in boldfaced type that it is a second notice and that failure to respond shall constitute consent or approval) then Sublandlord's consent or approval for the particular matter at issue shall be deemed to be given; provided, however, the foregoing shall not abrogate the need for the Overlandlord's consent in those instances where the Overlandlord's consent is necessary.

14.NOTICES. All notices, consents, approvals, demands and requests

("Notices") which are required or desired to be given by either party to the other hereunder shall be in writing and shall be either delivered by hand, sent by recognized national overnight mail or courier service, or sent by United States registered or certified mail and deposited in a United States post office, return receipt requested and postage prepaid (except that rent notices may be sent by regular mail). Notices which are served upon Sublandlord or Subtenant in the manner provided herein shall be deemed to have been given or served for all purposes hereunder (0 with respect to hand delivery, on the date delivered or delivery is refused, (ii) with respect to recognized national overnight mail or courier service, on the next Business Day after the date deposited with the overnight mail service and (iii) with respect to registered or certified U.S. mail, on the third Business Day after being mailed with adequate postage as aforesaid. All notices to be given to Subtenant from and after the Commencement Date shall be addressed to Subtenant at its address set forth at the head of this Sublease. Copies of all notices to Subtenant (other than ordinary rent notices, as opposed to notices of default for failure to pay rent) shall also be given to Meltzer, Lippe, Goldstein & Breitstone, LLP, 190 Willis Avenue, Mineola, New York 11501, Attn: Gary Meltzer, Esq. All notices to be given to Sublandlord from and after the Conunencement Date shall be addressed to Sublandlord at the address set forth above Attn: Peter Strauss with a copy sent simultaneously to Clear Channel Entertainment, 2000 West Loop South, Houston, Texas 77207, Attention: Office of General Counsel. Each of Sublandlord and Subtenant may from time to time change the names and/or addresses to which notices to be given

to them shall be addressed and sent as aforesaid, by designating such other names and/or addresses in a notice given in accordance with the provisions of this Article.

15    TERMINATION OF OVERLEASE. If for any reason the term of the Overlease shall terminate prior to the Expiration Date of this Sublease, this Sublease shall thereupon be terminated and Sublandlord shall not be liable to Subtenant by reason thereof; provided, however, that Sublandlord shall have the right to terminate the Overlease or consent to terminate the Overlease only so long as the Overlandlord shall permit Subtenant to remain in occupancy of the Subleased Premises pursuant to the then-executory provisions of this Sublease, except in those instances under the Overlease where the Overlease terminates by virtue of fire or other casualty or condemnation or taking in lieu thereof. If for any other reason the term of the Overlease shall terminate prior to the Expiration Date of this Sublease, this Sublease shall thereupon be terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless (1) Subtenant is not in default in any of its obligations hereunder beyond any applicable grace or cure period therefor, and (ii) said termination shall have been effected because of the breach or default of Sublandlord under the Overlease. If pursuant to any provision of the Overlease the tenant thereunder shall have the right to terminate the Overlease prior to the expiration date of this Sublease, then Subtenant shall not have the right to terminate this Sublease solely by reason of such provision incorporated by reference herein. If pursuant to any provision of the Overlease as presently in effect the landlord thereunder shall have the right to terminate the Overlease prior to the Expiration Date of this Sublease, then, unless the Overlandlord shall elect to terminate the Overlease pursuant to such provision, Sublandlord shall not have the right to terminate this Sublease by reason of such provision incorporated by reference herein. If the Overlandlord shall elect to terminate the Overlease pursuant to any such provision,' Sublandlord shall promptly give notice thereof to Subtenant, and thii Sublease shall thereupon terminate on the date set forth in such notice with the same effect as if such date were the last day of the term of this Sublease, except as hereinafter provided. Subtenant agrees that in the event of a termination, re-entry or dispossess by Overlandlord under the terms of the Overlease, Overlandlord may, at its option, take over all of the right, title and interest of Sublandlord as Sublandlord hereunder, and, in such event, Subtenant shall, at the option of Overlandlord, atom to Overlandlord pursuant to the then-executory provisions of this Sublease.

16    ASSIGNMENT AND SUBLETTING. (a) Subtenant shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest therein, or sublet the Subleased Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person other than Subtenant without the consent of Sublandlord. Notwithstanding the foregoing, subject to the applicable provisions of the Overlease, if any, without the consent of Sublandlord but with 10 days prior written notice to Sublandlord before the effective date of such transaction, and provided that the assignee of this Sublease or a sub-subtenant of the Subleased Premises or a portion thereof (which portion shall contain no less than 5,000 rentable square feet), or the successor by merger shall have a tangible net worth (determined in accordance with GAAP) equal or greater than $10,000,000.00, Subtenant may (i) assign this Sublease or Sublet the entire Subleased Premises to (x) an affiliate, or (y) the purchaser of all or substantially all of the assets or beneficial ownership interests in Subtenant, or (ii) merge with another entity. No such assignment or sub-subletting shall serve to release the Subtenant, and no such assignment shall be deemed effective unless and until the assignee shall have executed and delivered a written assumption of the Subtenant's obligations under this Sublease for the benefit of Sublandlord, which assumption shall be in form and substance reasonably acceptable to Sublandlord (in the case of a merger, Sublandlord may require a written

acknowledgement that the successor by merger is obligated for all of Subtenant's obligations hereunder by operation of law or otherwise).

(b)If Subtenant shall desire to assign its interest in this Sublease or to sub-

sublet all or a portion of the Subleased Premises Subtenant shall submit to Sublandlord a written request for Sublandlord's consent to such assignment or subletting, which request shall be accompanied by the following information: (1) the name and address of the proposed assignee or sub-subtenant; (ii) the terms and conditions of the proposed assignment or sub-subletting; (iii) the nature and character of the business of the proposed assignee or sub-subtenant and its proposed use of the Subleased Premises; and (iv) current financial information and any other information Sublandlord may reasonably request with respect to the proposed assignee or sub-subtenant.

Should Subtenant request that Sublandlord consent to an assignment of this Sublease or sub-subletting of all or a portion of the Subleased Premises, any such request shall create an option for the benefit of Sublandlord to terminate this Sublease as to all the Subleased Premises with regard to a requested assignment or with regard to a requested sub-subletting of all of the Subleased Premises; with regard to a sub-subletting of less than all of the Subleased Premises, Sublandlord at its sole option may terminate this Sublease only as to the portion of the Subleased Premises to be covered by such sub-sublease or the whole of the Subleased Premises. Any such termination option shall be exercised by Sublandlord in writing within 30 days of receipt of Subtenant's written request to assign or sub-sublet. If Sublandlord elects to exercise its option to terminate with regard to all or portion of the Subleased Premises, such termination shall be effective upon the proposed effective date of the assignment or sub,subletting (but if such proposed effective date is more than 180 days after the request, then such termination shall nevertheless be effective on such 180^th day); provided, if Subtenant's proposed effective date is less than 30 days after delivery to Sublandlord of the written request to assign or sub-sublet, then the effective date for a termination if exercised by Sublandlord shall be 30 days after delivery of Subtenant's request. If Sublandlord shall exercise its option to recapture and terminate with regard to less than the entirety of the Subleased Premises, rent due from and after the termination shall be adjusted as follows: Fixed Rent shall be reduced by an amount equal to a fraction, the numerator of which is the rentable square footage of the space recaptured and the denominator of which is 18,267 square feet (or, if a portion of the Subleased Premises was previously recaptured, the rentable square foot area of the . Subleased Premises at such time); and, payments of Additional Rent based upon "Subtenant's Percentage" shall be adjusted to an amount equal to a fraction, the numerator of which is the difference between 18,267 square feet (or, if a portion of the Subleased Premises was previously recaptured, the rentable square foot area of the Subleased Premises at such time) and the rentable square footage recaptured, and the denominator of which is the rentable square footage of the Building. Notwithstanding the foregoing, the right of recapture provided for under this Subsection 16(b) shall not apply to a transaction for which Sublandlord's consent is not necessary pursuant to the second to last sentence of Subsection 16(a) of this Sublease.

(c)In event Sublandlord does not exercise its right of recapture pursuant to

Section 16(b) above, Sublandlord shall not unreasonably withhold, delay or condition its consent to a proposed assignment or sub-subletting for the use(s) permitted in this Sublease, provided that:

(1)Subtenant shall not then be in default hereunder beyond the expiration of any applicable notice and/or grace period;

(2) the proposed assignee or sub-subtenant shall have a financial standing, be of a

character, be engaged in a business, and propose to use the Subleased Premises, in a manner in keeping with the standards of the Building and the terms and provisions of the Overlease, provided, however, that if the proposed assignee or sublessee has a tangible net worth of $10,000,000 or more, then the financial standing of the assignee or sublessee shall not be a basis on which the Sublandlord may withhold its consent;

(1)the proposed assignee or sub-subtenant shall not then be a subtenant, sub-subtenant or assignee for any space in the Building, nor shall the proposed assignee or sub-subtenant be a person or entity with whom Sublandlord is then actively negotiating to sublease space in the Building, in each case if the Sublandlord has space available in the Building to sublease that is suitable and meets the criteria of such proposed subtenant or assignee;

(4)    the character of the business to be conducted in the Subleased Premises by the proposed assignee or sub-subtenant shall not be likely to substantially increase or burden the heating and ventilation system or other services or systems in the Building;

(5)    in case of a sub-subletting, the sub-subtenant shall be expressly subject to all of the obligations of Subtenant under this Sublease and the further condition and restriction that such sublease shall not be assigned, encumbered or otherwise transferred or the Subleased Premises further sub-sublet by the sub-subtenant in whole or in part, or any part thereof suffered or permitted by the sub-subtenant to be used or occupied by others, without the prior written consent of Sublandlord in each instance (subject, however, to the other provisions of this Sublease);

(6)    no subletting shall end later than one (1) day before the Expiration Date nor shall any subletting be for a term of less than one (1) year unless it commences less than one (1) year before the Expiration Date;

(7)    in the reasonable judgment of Sublandlord, the proposed assignee or sub-subtenant shall have the financial ability to perform the terms of the Sublease or the proposed sub-sublease, as applicable, subject to the provisions of Section 16 ( c) (2);

(8)    the proposed assignee or sub-subtenant shall not be a direct business competitor of the Sublandlord or its Affiliates which are then occupying space in the Building provided such restriction shall only relate to the existing lines of business of Sublandlord and its Affiliates on the date hereof; provided, however, an assignment or sub-sublease to a person or entity in the same line of business as the Subtenant named herein shall be permitted provided that such assignee or sub-subtenant is otherwise acceptable as provided herein; and

(9)    Subtenant shall reimburse Sublandlord on demand for any reasonable out-of-pocket costs, in the nature of attorneys' fee and disbursements that may be incurred by Sublandlord in connection with said assignment or sub-sublease.

The failure of Sublandlord to reply to a request under this Subsection 16(c) within thirty (30) days of Sublandlord's receipt of a written request hereunder shall be deemed Sublandlord's consent to such sub-sublease or assignment provided that Subtenant shall receive no response within three (3) Business Days of Sub landlord's receipt of a second notice notifying Sublandlord that it has failed to timely respond within the initial thirty (30) day period (as it may be extended as hereinafter provided in the case of a request for additional information), and making specific reference to this Subsection and the fact that Sublandlord's failure to respond within such three (3) Business Day period shall be deemed consent hereunder. Further, if after receipt of a request hereunder, Sublandlord shall make a reasonable request for additional relevant information or

proof or information that is otherwise required to be provided pursuant to the terms of this Subsection, but was not provided in full, such initial thirty (30) day period shall not be deemed to run until such additional information has been received by Sublandlord, provided that Sublandlord made timely request for such information.

(d)    Subtenant shall deliver to Sublandlord a copy of each sub-sublease or assignment made hereunder within ten (10) days after the date of its execution. Subtenant shall remain fully liable for the performance of all of Subtenant's obligations hereunder notwithstanding any sub-subletting or assignment provided for herein and, without limiting the generality of the foregoing, shall remain fully responsible and liable to Sublandlord for all acts and omissions of any sub-subtenant; assignee or anyone claiming by, through or under any sub-subtenant or assignee which shall be in violation of any of the obligations of this Sublease, and any such violation shall be deemed to be a violation by Subtenant. Notwithstanding any assignment and assumption by the assignee of the obligations of Subtenant hereunder, Subtenant, and each immediate or remote successor in interest of Subtenant, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Subtenant's obligations hereunder, and shall remain fully and directly responsible and liable to Sublandlord for all acts and omissions on the part of any assignee subsequent to it in violation of any of the obligations of this Sublease.

(e)    Notwithstanding anything to the contrary contained in this Sublease, no assignment of Subtenant's interest in this Sublease shall be binding upon Sublandlord unless the assignee shall execute and deliver to Sublandlord an agreement whereby such assignee agrees unconditionally to be bound by and to perform all of the obligations of Subtenant hereunder from and after the effective date of such assignment and further expressly agrees that notwithstanding such assignment the provisions of this Section 16 shall continue to be binding upon such assignee with respect to all future assignments and transfers. Every sub-subletting hereunder is subject to the express condition, and by accepting a sub-sublease hereunder each sub-subtenant shall be conclusively deemed to have agreed, that if this Sublease should be terminated prior to the Expiration Date or if Sublandlord should succeed to Subtenant's estate in the Subleased Premises, then at Sublandlord's election such sub-subtenant shall either surrender the Subleased Premises to Sublandlord within thirty (30) days of Sublandlord's request therefor, or shall attom to and recognize Sublandlord as such sub-subtenant's sub-sublandlord under such sub-sublease, and such sub-subtenant shall promptly execute and deliver any instrument Sublandlord may reasonably request to evidence such attornment.

(f)    In the event that Subtenant fails to execute and deliver any assignment or sublease to which Sublandlord consented under the provisions of this Section 16 within one hundred twenty (120) days after the giving of such consent, then Subtenant shall again comply with all of the provisions of this Section 16 before assigning its interest in this Sublease or sub-subletting the Subleased Premises.

(g)    The consent of Sublandlord to an assignment or a sub-subletting shall not relieve Subtenant from obtaining the express consent in writing of Sublandlord to any further assignment or sub-subletting; nor act in derogation of Sublandlord's rights pursuant to Section 16(b) hereof.

(h)    If Subtenant's interest in this Sublease be assigned, or if the Subleased Premises or any part thereof be sub-sublet or occupied by anyone other than Subtenant, Sublandlord may collect rent from the assignee, sub-subtenant or occupant and apply the net amount collected to all Fixed Rent and Additional Rent herein reserved, but no such assignment,

sub-subletting, occupancy or collection shall be deemed a waiver of the provisions of this Section 16 or of any default hereunder or the acceptance of the assignee, sub-subtenant or occupant as Subtenant, or a release of Subtenant from the further observance or performance by Subtenant of all of the covenants, conditions, terms and provisions on the part of Subtenant to be performed or observed under and pursuant to this Sublease.

(i)    When permitted hereunder (if at all) and/or after obtaining Sublandlord's prior written consent, if Subtenant shall receive any consideration from its assignee, sub-subtenant or licensee for or in connection with the assignment of Subtenant's interest in this Sublease or the sub-subletting or occupancy of all or any part of the Subleased Premises, as the case may be (excluding sums paid for the sale or rental of Subtenant's equipment, furniture or other personal property to the extent such sale price or rental represents fair market value), or if Subtenant shall sub-sublet or otherwise permit occupancy of the Subleased Premises at a rental rate (including Additional Rent) or other periodic consideration (calculated on a per square foot basis) which shall exceed the Fixed Rent and Additional Rent then payable hereunder (calculated on a per square foot basis), Subtenant shall pay to Sublandlord, at Sublandlord's sole option, as Additional Rent hereunder, one-half of such excess consideration received by Subtenant or paid on its account. For the purpose of determining whether there is any excess consideration being paid with regard to any such assignment or sublet, Subtenant may deduct its reasonable out-of-pocket costs for commercially reasonable brokerage commissions, commercially reasonable costs of alterations, marketing and construction paid on account of such assignment or subletting and reasonable attorneys' fees and any other reasonable fees incurred in connection therewith as amortized over the term of the subject sub-sublease, or in the case of an assignment, over the balance of the Term of this Sublease.

(j)    In no event shall Subtenant publicly market the Subleased Premises for assignment or sub-sublease at rates lower than those then being offered by Sublandlord for comparable space in the Building.

17.INSURANCE.

(A)Insurance Policies. Subtenant shall maintain throughout the

Term of this Sublease commercial general liability insurance on an occurrence basis in respect of the Subleased Premises and the conduct and operation of business therein, with Sublandlord and the Overlandlord named as additional insured, with limits of Five Million and 00/100 ($5,000,000.00) Dollars combined single limit for bodily injury or death or for property damage, including water damage legal liability, arising out of any one occurrence or accident. Subtenant shall also obtain casualty insurance covering all tenant improvements, furniture, fixtures, furnishings, business equipment and contents of the Subleased Premises, including without limitation, the furniture systems owned by Sublandlord and made available for Subtenant's use as more fully set forth herein, to the extent of their full insurable value and with a replacement cost endorsement. Subtenant shall deliver to Sublandlord a policy or certificate of insurance prior to the Commencement Date, and the Sublandlord and the Overlandlord shall be named as an additional insured with respect to the policies of liability insurance required hereunder and Sublandlord shall be named as an additional insured with respect to the casualty insurance policy required to be maintained. Subtenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Subtenant shall deliver to Sublandlord and the Overlandlord such renewal policy or certificate of insurance at least thirty (30) days before the expiration of any existing policy. All such policies shall be issued by reputable companies

licensed to do business in the State of New York which are reasonably acceptable to Sublandlord, and all such policies shall contain a provision whereby the same cannot be canceled unless Sublandlord and the Overlandlord are given at least thirty (30) days' prior written notice of such cancellation or modification. Such policies shall be reasonably satisfactory to Sublandlord and Sublandlord may require that the limits of liability on the commercial general liability policy required hereunder be increased from time to time, but not more frequently than every three (3) years .to an amount which is reasonably satisfactory to Sublandlord and which is consistent with that required of tenants in comparable first class office buildings in the Times Square area of New York City (i.e. 3 and 5 Times Square),

(B) Releases. Subtenant hereby releases the Overlandlord or anyone claiming through or under the Overlandlord, and such other parties claiming through or under the Overlandlord, including, without limitation, Sublandlord, by way of subrogation or otherwise to the extent that Sublandlord released the Overlandlord and such other parties claiming through or under the Overlandlord and/or the Overlandlord and such other parties claiming through or under the Overlandlord was relieved of liability or responsibility pursuant to Section 9.04 of the Overlease, and Subtenant will cause its insurance carriers to include any clauses or endorsements in favor of the Overlandlord which Sublandlord is required to provide pursuant to the provisions of the Overlease.

18.    ESTOPPEL CERTIFICATES. Subtenant and Sublandlord shall, as soon as reasonably practical, but, in any event, within twenty (20) days after each and every request by the other party, execute, acknowledge and deliver a statement in writing (i) certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), (ii) specifying the dates to which the Fixed Rent and Additional Rent have been paid, and (iii) stating whether or not, to its best knowledge, the other party is in default in performance or observance of its obligations under this Sublease, and, if so, specifying each such default. Any such statement delivered pursuant to this Section 18 may be relied upon by .the requesting party and by any prospective assignee or transferee of the requesting party's interests in the Subleased Premises or any part thereof and the Overlandlord.

19.    ALTERATIONS. (a) Subtenant shall not make or cause, suffer or permit the making of any non-structural alteration, addition, change, replacement, installation or addition in or to the Subleased Premises other than moving furniture and installing other furniture, furnishings and trade fixtures which are not affixed to the Subleased Premises without obtaining the prior written consent of Sublandlord in each instance and, if required pursuant to the Overlease, the consent of the Overlandlord. Such consent by Sublandlord shall not be unreasonably withheld, conditioned or delayed. Subtenant shall not make or cause, suffer or permit the making of any structural alteration, addition, change, replacement, installation or addition in or to the Subleased Premises at any time without the prior written consent of the Overlandlord and Sublandlord in each instance (which consent from Sublandlord shall be at its sole discretion). Provided Sublandlord shall have provided its consent to such alterations, Sublandlord shall use reasonable efforts to obtain the consent of the Overlandlord, if required, as determined by Sublandlord, at Subtenant's sole reasonable cost and expense. Any such alteration, change, replacement, installation or addition shall be made only in strict accordance with the terms, conditions and provisions of the Overlease and the following: (i) Sublandlord's review and reasonable approval of the plans and specifications therefor, (ii) Subtenant's compliance with the other provisions of this Section 19 and those provisions of the Overlease which are incorporated herein and applicable to such an alteration or which arc otherwise applicable to such alteration, (iii) such alterations being constructed consistent with the Building standard utilizing finishes and

materials substantially similar to those existing in the Subleased Premises as of the date hereof, (iv) Sublandlord's approval of Subtenant's contractor, which approval will not be unreasonably withheld, it being agreed that the list of contractors attached hereto as Exhibit F is hereby approved by Sublandlord subject to the Sublandlord's right and privilege to rescind such approval for one or more of the contractors on such list in Sublandlord's reasonable discretion from time to time, provided that the Sublandlord shall not be entitled to rescind the approval of a contractor during a project once the Subtenant shall have selected such contractor for such project although after the Initial Alterations, it shall be the obligation of Subtenant to inquire of Sublandlord whether approval of any of the contractors on Exhibit F, or any contractors subsequently approved by Sublandlord, shall have been rescinded before Subtenant shall have selected a contractor for performing any alterations; Subtenant acknowledges that the approval by Sublandlord of any such contractor shall not (a) be a representation or warranty of the quality of the work of such contractor either to date or in connection with work being undertaken by Subtenant or of the reliability of such contractor, (b) preclude Sublandlord from rejecting any work performed by them which does not conform with the requirements of this Agreement or (c) otherwise excuse the Subtenant from performing the Initial Alterations or any subsequent alterations in accordance with the standards and requirements contained in this Agreement; (v) the restriction that all alterations shall comply strictly with the limitations and rules and regulations imposed by virtue of the fact that the Building is entitled to historic preservation tax credits, and (vi) reimbursement to Sublandlord of its reasonable and actual out-of-pocket costs and expenses in the event the Sublandlord determines in its commercially reasonable judgment that Subtenant's plans and specifications for such alteration or its applications for permits ought to be reviewed by outside professionals. In no event shall the Subtenant be entitled to tint the windows of the Subleased Premises. Any such alteration, addition, change, replacement, installation or addition shall, upon installation, become the property of Sublandlord and shall be surrendered with the Subleased Premises upon the expiration or earlier termination of this Sublease, unless Sublandlord shall notify Subtenant to remove same; provided that Subtenant shall not be obligated to remove alterations done to the Building standard utilizing finishes and materials substantially similar to those existing in the Subleased Premises as of the date hereof, and with regard to those alterations which are not standard, Sublandlord must notify Subtenant as of the time of Sublandlord's consent whether the same must be removed at the end of the Term or the earlier termination of this Sublease; provided, further, that Subtenant shall have the right to remove its movable furniture, fixtures, furnishings and equipment (excluding, however, all furniture, fixtures, furnishings and equipment and other personal property delivered with possession upon the Commencement Date) upon the expiration or earlier termination of this Sublease. Sublandlord shall not charge to Subtenant a supervisory fee associated with Subtenant's current or future alterations. Notwithstanding the foregoing, no consent shall be required for decorative alterations in the nature of painting, wallcoverings or carpeting or for nonstructural alterations which (x) do not cost more than $5,000 in the aggregate during any six (6) month period and (y) do not involve any electrical, mechanical, heating, ventilation, air conditioning, life safety or plumbing elements of the Subleased Premises or the Building.

(b) Provided the requested alteration (including the Initial Alterations), addition, change, replacement, or installation is non-structural in nature and does not materially impact the Building systems, the failure of Sublandlord to reply to a request under Subsection 19(a) within twenty (20) days of Sublandlord's receipt of a written request hereunder (and seven [7] days on a resubmission of plans after Sublandlord shall have first responded thereto) shall be deemed Sublandlord's consent to such alteration, addition, change, replacement, or installation provided that Subtenant shall receive no response within three (3) Business Days of Sublandlord's receipt of a second notice notifying Sublandlord that it has failed to timely respond within the initial twenty (20) day period (or seven [7] days on a resubmission), and making specific reference to.

this Subsection and the fact that Sublandlord's failure to respond within such three (3) Business Day period shall be deemed consent hereunder. Further, if after receipt of a request hereunder, Sublandlord shall make a reasonable request for additional relevant information, or proof or information that is otherwise required to be provided pursuant to the terms of this Section, but was not provided in full, such initial twenty (20) day period shall not be deemed to run until such additional information has been received by Sublandlord.

(c) Subject to the terms of this Section 19 and the other provisions of this Sublease, Subtenant agrees that it shall undertake and complete a first-class build out of the Subleased Premises. Attached hereto as Exhibit E is a schematic space plan that is acceptable to Sublandlord, provided that the approval of such schematic space plan shall not negate, abrogate or obviate the Subtenant's obligations to provide detailed design and construction drawings for Sublandlord's approval as otherwise provided in this Sublease.

20    DEFAULT BY SUBTENANT, The following shall constitute a default by Subtenant hereunder: (i) any failure of Subtenant to pay any Fixed Rent, Additional Rent or other charges payable hereunder within five (5) Business Days after notice of such failure in payment shall have been given to Subtenant; or (ii) any failure of Subtenant to perform any other of the terms, covenants or conditions of this Sublease (including those incorporated herein by reference and except those otherwise identified in this Section 20) to be observed or performed by Subtenant for more than twenty (20) days after written notice of such default shall have been served upon Subtenant, or any sooner time otherwise specifically set forth in any provision of this Sublease (including, without limitation, any provision incorporated by reference, as same may be modified by Article 3 hereof), or, if such default cannot reasonably be cured within such period of twenty (20) days, if Subtenant shall not have commenced the cure thereof within such period of time and shall not be proceeding with due diligence and good faith to cure same (so long as such default is cured before the event resulting in such default causes a default by the tenant under the Overlease); or (iii) Intentionally Omitted; or (iv) if by operation of law or otherwise, any interest of Subtenant in or to the Subleased Premises or in or to this Sublease shall pass to another and not revert to Subtenant within twenty (20) days, except for transfers of such interests expressly permitted in Section 16 (a) hereunder; or (v) if Subtenant shall make an assignment of all or a portion of its property for the benefit of creditors, or file a petition in bankruptcy or insolvency or for reorganization or arrangement or for the appointment of a receiver of all or a portion of its property; or if Subtenant shall have filed against it a petition in bankruptcy or insolvency or for reorganization or arrangement or for the appointment of a receiver of all or a portion of its property and such petition shall not be vacated or withdrawn within sixty (60) days after the date of filing thereof; or if a permanent receiver shall be appointed for all or, a portion of the property of Subtenant. In case of any default hereunder, then, in addition to all other remedies (including those incorporated herein by reference) available to Sublandlord, Sublandlord shall have the right to terminate this Sublease on three (3) days' prior written notice to Subtenant, upon which Sublandlord shall have the immediate right of re-entry and may remove all persons and property from the Subleased Premises by summary proceedings.

21    RIGHT TO CURE SUBTENANT'S DEFAULTS. If Subtenant shall at any time fail to make any payment or perform any other obligation of Subtenant hereunder, then Sublandlord shall have the right, but not the obligation, after the lesser of five (5) Business Days' written notice to Subtenant or the time within which the Overlandlord may act on Sublandlord's behalf under the Overlease, or without notice to Subtenant in the case of any emergency, and without waiving or releasing Subtenant from any obligations of Subtenant hereunder, to make such payment or perform such other obligation of Subtenant in such manner and to such extent as Sublandlord shall deem necessary, and in exercising any such right, to pay any reasonable

incidental costs and expenses, employ attorneys, and incur and pay reasonable attorneys' fees and disbursements. Subtenant shall pay to Sublandlord not more than fifteen (15) days from written demand all sums so paid by Sublandlord and all necessary reasonable incidental costs and expenses of Sublandlord in connection therewith, together with interest thereon at the rate of one and one-half percent (1-1/2%) per calendar month or any part thereof (or the then maximum lawful interest rate, whichever shall be less), from the date of the making of such expenditures.

22.    BROKERAGE. Sublandlord and Subtenant represent to each other that they have dealt with no broker, finder or other similar person in bringing about. this Sublease other than Newmark & Company Real Estate, Inc. (collectively, the "Broke?'). Sublandlord and Subtenant agree to indemnify, defend and hold harmless, the other from and against any claims made by any broker, finder or other person for a brokerage commission, finder's fee, or similar compensation other than the Broker, by reason of or in connection with this Sublease, and any loss, liability, damage, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements or the reasonable value of legal services rendered by Sublandlord on behalf of itself in connection with such claims) in the event the representation set forth above and made by such party shall be untrue. Sublandlord shall pay all fees or commissions due and owing to the Broker.

23.    LIABILITY OF SUBLANDLORD. Subtenant shall look only to Sublandlord's estate and interest in the Building (or the proceeds thereof) for the satisfaction of Subtenant's remedies or for the collection of any judgment (or other judicial process) in the event of any default by Sublandlord under this Sublease. Subtenant shall not look to any other property or assets of Sublandlord or the partners of Sublandlord, nor shall any of Sublandlord, its affiliates or the shareholders, officers or directors of Sublandlord be subject to levy, execution or other enforcement procedure for the satisfaction of Subtenant's remedies under or with respect to this Sublease, the relationship of Sublandlord and Subtenant hereunder or Subtenant's use and occupancy of the Subleased Premises, nor shall anything contained in this Sublease be construed to permit Subtenant to offset any claim or sum against any Fixed Rent, Additional Rent or other charge due hereunder. Notwithstanding the foregoing, if and to the extent that the Subtenant obtains a final nonappealable judgment for damages against the Sublandlord, the amount of such judgment may be set off against the next installment(s) of Fixed Rent and Additional Rent coming due under the Sublease. If the Sublease is terminated or expires through no fault of the Subtenant, such as, for example, as a result of a taking in condemnation, or casualty, and if at that time there remains any unsatisfied judgment held by the Subtenant against the Sublandlord, then the limit of liability set forth in the preceding sentences of this paragraph 23 shall not apply to the amount of such unsatisfied judgment and Sublandlord shall pay the amount of such unsatisfied judgment within thirty (30) days of such termination or expiration.. If at any time any windows of the Subleased Premises are closed, darkened or obstructed for any reason whatsoever, including but not limited to Sublandlord's own acts, Sublandlord shall not be liable for any damage Subtenant may sustain thereby and Subtenant shall not be entitled to any compensation therefor nor abatement or diminution of Fixed Rent or any item of Additional Rent or other charge or expense hereunder nor shall the same release Subtenant from its obligations hereunder nor constitute an eviction

24.    WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM. Subtenant and Sublandlord hereby waive all right to trial by jury in any summary or other action, proceeding or counterclaim arising out of or in any way connected with (a) this Sublease, (b) the relationship of Sublandlord and Subtenant, (c) the Subleased Premises or the use and occupancy thereof, and (d) any claim of injury or damages in connection therewith. Subtenant also hereby waives all rights to assert or interpose a counterclaim (excepting compulsory counterclaims) in

any summary proceeding or other action or proceeding to recover or obtain possession of the Subleased Premises.

25.NO WAIVER, The failure of either party to insist in any one or more

cases upon the strict performance or observance of any obligation of the other party hereunder or to exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of the other party or any right or option of such party. Sublandlord's receipt and acceptance of Fixed Rent or Additional Rent, or Sublandlord's acceptance of performance of any other obligation by Subtenant, with knowledge of Subtenant's breach of any provision of this Sublease, shall not be deemed a waiver of such breach. No waiver by Sublandlord or Subtenant of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by the patty making such waiver.

26.    COMPLETE AGREEMENT. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Sublease, which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any manner other than by a written agreement executed by both parties.

27.    SUCCESSORS AND ASSIGNS. The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective legal representatives and successors and permitted assigns. In the event of any assignment or transfer of Sublandlord's interest under the Overlease, the transferor or assignor, as the case may be, shall be and hereby is entirely relieved and freed of all obligations under this Sublease, accruing from and after the date of such transfer, and provided that the assignee or transferee assumes all such obligations (in writing), and provided further that the Sublandlord shall only be relieved of its responsibility for the security provided by Subtenant under this Sublease only when it shall have been transferred to its successor or assign.

28.    INTERPRETATION. Irrespective of the place of execution or performance, this Sublease shall be governed by and construed in accordance with the laws of the State of New York. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The table of contents, captions, headings and titles, if any, in this Sublease are solely for convenience of reference and shall not affect its interpretation. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease to be drafted. If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligation or other provision of this Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided, All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word "person" as used in this Sublease shall mean a natural person or persons, a partnership, a corporation or any other form of business or legal association or entity.

29.SECURITY.

(a)In lieu of the cash security deposit, Subtenant has provided and is

obligated to provide and shall thereafter, except as otherwise provided herein, maintain in effect at all times during the term hereof, a clean, irrevocable letter of credit in the amount of $700,000 and otherwise in form and substance reasonably satisfactory to Sublandlord, (provided that the form of such letter of credit in substitution of that originally delivered shall be delivered to and approved by Sublandlord in draft form prior to its issuance), issued by a commercial bank reasonably satisfactory to Sublandlord and having its principal place of business or its duly licensed branch or agency in the State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Sublandlord given by certified or registered mail, return receipt requested not leis than thirty (30) days prior to the expiration thereof. Except as otherwise provided in this Section 29, Subtenant shall, throughout the term of this Sublease deliver to Sublandlord, in. the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a "Security Letter") no later than thirty (30) days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be not less than one (1) year and shall be automatically renewable from year to year as aforesaid. If Subtenant shall fail to obtain any replacements of a Security Letter within the time limits set forth in this Section 29(a), Sublandlord may draw down the full amount of the existing Security Letter and retain the same as cash security hereunder as hereafter provided. Subtenant shall have the right to substitute for any Security Letter then being held by Sublandlord a substitute Security Letter which satisfies all of the requirements of this Section 29(a), provided that Sublandlord shall not be obligated to relinquish the Security Letter then being held by Sublandlord until such new Security Letter has been delivered to Sublandlord. Should Sublandlord be entitled to draw upon a Security Letter, the proceeds thereof may be applied to the same extent as if a cash security deposit had been posted. In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, for the first five (5) years of payment of Fixed Rent and Additional Rent hereunder, without being in default of any monetary or any material non-monetary obligation of Subtenant hereunder (irrespective of whether any applicable grace or cure period shall have expired in connection with such default, provided however, Subtenant's failure to pay any monetary or material non-monetary obligation on time once during each 12 consecutive month period during the term, provided that such failure does not continue beyond any applicable grace or cure period, shall not negate the right to reduce the security hereinafter set forth in this Section 29), then the Subtenant shall be entitled to the reduction by $275,292,25 of such security (the "First Security Reduction") resulting in the security being reduced to $424,707.75, provided, however, if the guarantor identified in Section 29 (f) elects to relieve itself of its obligations under the guaranty by providing additional security, then the additional security so provided shall also be returned as part of the First Security Reduction. In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, for the first seven (7) years of payment of Fixed Rent and. Additional Rent hereunder, without being in default of any monetary or any material non-monetary obligation of Subtenant hereunder (irrespective of whether any applicable grace or cure period shall have expired in connection with such default), then the Subtenant shall be entitled to the reduction by an additional $127,869.00 of such security (the "Second Security Reduction") resulting in the security being reduced to $296,838.75. The First Security Reduction and the Second Security Reduction on the terms and conditions set forth above may be effected through a substitute Security Letter or the amendment of the Security Letter then being held by Sublandlord.

(b)    In the event that the Sublandlord elects to draw down on the Security Letter in connection with Subtenant's default under the Sublease or the failure to provide a renewal Security Letter as provided herein or the failure to provide additional security as provided herein, then the security or the balance thereof not applied as provided herein or as provided under applicable law or equity shall be held as a cash security until such time as a substitute Security Letter is provided, which substitute Security Letter shall be provided within ten (10) clays of Sublandlord so drawing down on the Security Letter. Such cash security shall be held by Sublandlord in a segregated interest bearing account (or sub-account) subject to the right to apply same as provided herein in respect of the Security Letter or as provided at law or in equity and, (interest earned, after deduction of permitted statutory administration fees shall, provided Subtenant is not then in default under the terms of this Sublease, be paid to Subtenant not more frequently than annually from Subtenant to Sublandlord).

(c)    It is agreed that in the event Subtenant defaults (beyond any applicable notice and/or grace period) in respect of any of the terms, provisions and conditions of this Sublease, including, but not limited to, the payment of Fixed Rent and/or Additional Rent, Sublandlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Fixed Rent and/or Additional Rent and/or any other sum as to which Subtenant is in default (beyond any applicable notice and/or grace period) or for any sum which Sublandlord may expend and/or may be required to expend by reason of Subtenant's default (beyond any applicable notice and/or grace period) in respect of any of the terms, covenants and conditions of this Sublease, including, but not limited to, any damages or deficiency in the re-letting of the Subleased Premises whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Sublandlord and/or the reasonable costs of enforcement of this Sublease incurred by Sublandlord. If any such portion of the security is used by Sublandlord, then the Subtenant shall within ten (10) days after such event, provide an additional Security. Letter representing the portion of the security so applied so that, at all times during the Term, Sublandlord shall have as security the full amount provided for herein.

(d)    In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, the security shall be returned to Subtenant promptly after the date fixed as the end of the Sublease and after delivery of legal possession of the entire Subleased Premises (and the furniture and fixtures described in Section 35 of this Sublease) to Sublandlord in the condition required pursuant to the terms of this Sublease. In the event of a sale or other transfer of the Overlease or master leasing of the Building, of which the Subleased Premises form a part, Sublandlord shall transfer the security to the vendee or lessee and Sublandlord shall thereupon be released by Subtenant from all liability for the return of such security and Subtenant agrees to look solely to the new Sublandlord for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Sublandlord. Subtenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

(e)    In the event of a sale, transfer or assignment of the Overlease, Sublandlord shall have the right to require Subtenant to deliver a replacement Security Letter naming the new Sublandlord as beneficiary and, if Subtenant shall fail to timely deliver the same within ten (10) Business Days after written request therefor, to draw down the existing Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is delivered. Subtenant hereby acknowledges and agrees that in connection with any transfer by

Sublandlord or its successors or assigns hereunder of Sublandlord's interest in the Security Letter delivered by Subtenant pursuant to this Section 29, Subtenant shall be solely liable to pay any transfer fees charged by the issuing bank to Sublandlord or the transferee in connection with any such transfer of the Security Letter, as Additional Rent hereunder, within twenty (20) days after delivery to Subtenant of an invoice therefor.

(f)    It is understood and agreed that to the extent Sublandlord is not then

entitled to a portion of the security deposit or to draw on and keep all or a portion of the proceeds of a Security Letter as a result of the occurrence of an event of default or breach under the terms of this Sublease (beyond applicable notice and/or grace periods), in the event of the bankruptcy of the Sublandlord, the remaining security deposit or Security Letter, as the case may be, shall not be deemed a part of the estate in bankruptcy. Nothing contained in this Subsection 29 (e) shall serve to abrogate, modify or limit the Sublandlord's right to use, apply and/or retain such security in the absence of a bankruptcy by Sublandlord (or to the extent Sublandlord was entitled to all or a portion of such security immediately prior to commencement of a bankruptcy proceeding).

(g)As additional security for the payment and performance of Subtenant's

obligations hereunder, Subtenant is providing a guaranty from Quince Associates, LP (the "Guarantor") in the form attached hereto as Exhibit C and made a part hereof. Subtenant recognizes that Sublandlord would not have entered into this Sublease without such guaranty. In the event that the guarantor thereunder elects to be relieved of its obligations under such guaranty by providing additional security, then Sublandlord agrees to accept such additional security as provided therein and above.

30.    POSSESSION. If Sublandlord is unable to give possession of the Subleased Premises on the Commencement Date due to fire or other casualty, Sublandlord shall not be subject to any liability for failure to give possession on said date, except as provided in paragraph 11 (13) hereof, and the validity of this Sublease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the Term of this Sublease, but, provided Subtenant is not responsible for the inability to obtain possession, the rent payable hereunder shall be abated until after Sublandlord shall have given written notice that the Sublandlord is able to deliver possession as required by the terms of this Sublease. The provisions of this Article are intended to constitute "an express agreement to the contrary" within the meaning of Section 223-a of the Real Property Law.

31.    INDEMNIFICATION OF SUBTENANT. Wherever in the Overlease it is provided that the Overlandlord shall indemnify and/or hold harmless the tenant thereunder, then, for purposes of incorporation by reference herein, Sublandlord shall indemnify and/or hold harmless Subtenant only if, as and when and to the extent Sublandlord shall actually receive any monies, deductions, abatements or setoffs from the Overlandlord by reason of such indemnity or hold harmless agreement, and then only after deducting the reasonable costs, including, without limitation, reasonable attorneys' fees and disbursements (and/or the reasonable value of legal services rendered by Sublandlord on behalf of itself in the case where a sophisticated tenant would have incurred outside attorneys' fees), incurred by Sublandlord in obtaining same, which net amounts shall be shared by Sublandlord, any other occupant of the Premises and Subtenant in proportion to each party's actual damages incurred by each of them by reason of the act or omission giving rise to the payment of such monies, deductions, abatements or setoffs. The provisions of the foregoing sentence shall not be construed to limit or release Sublandlord's liability under such indemnity provisions for the wrongful acts or omissions of Sublandlord and its officers, directors, agents and employees. Wherever in the Overlease it is provided that the landlord thereunder shall pay to the tenant thereunder any sums received by the landlord

thereunder as proceeds of any insurance policies, then, for purposes of incorporation by reference herein, Sublandlord shall pay such proceeds to Subtenant only if; as and when and to the extent that Sublandlord shall actually receive such proceeds from the landlord under the Overlease, and then only after deducting the reasonable costs, including, without limitation, reasonable attorneys' fees and disbursements (and/or the reasonable value of legal services rendered by Sublandlord on behalf of itself in the case where a sophisticated tenant would have incurred outside attorneys' fees) incurred by Sublandlord in obtaining same, which net proceeds shall be shared by Sublandlord, any other occupant of the Premises and Subtenant in proportion to each party's actual damages incurred by each of them by reason of the act or omission giving rise to such insurance proceeds. In all events no such monies, deductions, setoffs or insurance proceeds shall be paid to Subtenant in excess of the loss or damage actually incurred by Subtenant.

32.    EXECUTION. This Sublease shall not become binding upon Sublandlord or Subtenant, and Subtenant shall have no rights with respect to the Subleased Premises for any period on or after the Commencement Date, either pursuant hereto or otherwise, unless and until Sublandlord and Subtenant shall each have executed and delivered a fully executed copy of this Sublease to each other. Notwithstanding the foregoing, this Sublease may be executed in multiple counterparts which, when taken together, shall be deemed to constitute one and the same instrument.

32.    STATUS OF SUBTENANT. Subtenant hereby represents and warrants to Sublandlord: (i) that it is a duly organized and validly existing corporation under the laws of the State of Delaware; (ii) the Subtenant's and Guarantor's financial statements provided to Sublandlord are true, complete, correct and accurate in all material respects; (iii) the obligations to be performed by Subtenant hereunder have been duly authorized by Subtenant by all requisite action and in accordance with its organizational documents and [operating agreements/by-laws]; and (iv) this Sublease is valid and binding against the Subtenant in all respects. The individual signing this Sublease on behalf of Subtenant hereby represents and warrants to Sublandlord that such individual has the power and authority to bind Subtenant to all of the terms hereof This Sublease shall be interpreted and enforced under the laws of the State of New York. Subtenant does hereby agree to be subject to the jurisdiction and to the venue of the courts of the State of New York or the federal district court for the Southern District of New York for any action, suit or proceeding relating to this Sublease, and that service may be made upon Subtenant in accordance with the Notice provisions of this Sublease.

33.    RELOCATION. Subject to the following terms and provisions, Sublandlord shall have the right, at Sublandlord's sole option, to relocate Subtenant to comparable office space within the Building: (a) such relocation space shall be on a floor or floors within the Building above the 4th floor which is functionally equivalent in terms of layout, (b) such relocation shall be effectuated at Sublandlord's sole cost and expense (including without limitation Subtenant's reasonable direct business expenses relating to the moving process- Le„ telephone service, internet connection system, mailings, notices and the like), (c) Sublandlord will provide Subtenant with at least 60 days prior written notice, the move shall be done in a manner to minimize interference with Subtenant's business and, at Subtenant's request, on a single weekend, (d) the relocation space shall be of at least equal quality and finish as the Subleased Premises with comparable furniture to the furniture furnished hereunder as of that date, (e) the right of relocation shall be permitted only once during the Term, and (f) to the extent the relocation space shall have the same or greater rentable square footage, and the Fixed Rent and Additional Rent shall remain the same; provided, however, the rentable square footage for the relocation space may be reduced by not more than 10% and in such event the Fixed Rent and

Additional Rent shall be equitably reduced based upon the decrease in rentable square footage as compared to 18,267.

35.    FURNITURE. Subtenant acknowledges that Sublandlord shall deliver possession of the Subleased Premises with the furniture (some of which is disassembled) identified on the furniture list attached as Exhibit B hereto ("Leased Furniture"), exclusive of Sublandlord's trade fixtures, business equipment, computer systems, and telephone system and employee's furnishings, except as otherwise expressly provided in this Sublease. The Leased Furniture will remain the property of Sublandlord at all times. Upon the Expiration Date, or the earlier termination of this Sublease, it shall be Subtenant's obligation to remove Subtenant's other furniture, fixtures, business equipment and employee possessions (i.e. other than the Leased Furniture) from the Subleased Premises and to deliver the Subleased Premises and Leased Furniture in its present condition and repair, subject to ordinary wear and tear (and damage by fire or other casualty excepted if Subtenant has properly insured same and provided the proceeds of such coverage are paid over to the Sublandlord at the expiration or sooner termination of this Sublease, unless Subtenant has used such proceeds to replace such furniture), in broom clean condition, and free of other personal property and debris. Sublandlord has not and does not now make any representations or warranties, express or implied, with regard to the Leased Furniture and the Subtenant agrees to accept same in its present "as is" condition, subject to ordinary wear and tear between the date hereof and the Commencement Date. Subtenant shall not dismantle and/or remove the furniture provided hereunder except with Sublandlord's consent (and if consent is so granted the same shall be stored and insured as reasonably required by Sublandlord at Subtenant's cost and expense); provided, however, if within sixty (60) days of the full execution and delivery of this Sublease, Subtenant shall request that not more than 10% of the furniture be removed, the same shall be stored or disposed of at Sublandlord's cost and expense (in which event, Subtenant will not have an obligation to return or maintain such furniture during the term; nor will Sublandlord have an obligation to reinstall it). Sublandlord shall not have any obligation to remove and store Leased Furniture during the prosecution of the Initial Alterations, except for the furniture which Subtenant may request to be permanently removed as provided in the immediately preceding sentence.

36.    SIGNAGE. Except to the extent provided to other subtenants of the Building (which presently includes a placard at the security desk), Subtenant shall not be entitled to signage in the Building lobby; provided, however, with the prior written consent of Sublandlord, not to be unreasonably withheld, conditioned or delayed, Subtenant may place a sign in the elevator lobbies of the 3^m and 4^th floors of the Building identifying Subtenant's presence on those floors in compliance with all applicable laws and consistent with the character and finish of the Building's interiors (which sign will be removed and any damage repaired at Subtenant's sole cost and expense upon the Expiration Date or earlier termination of this Sublease). Notwithstanding the foregoing, if and to the extent other subtenants of the Building that are not Affiliates of Sublandlord are provided signage in the lobby, Subtenant will be provided with similar signage.

37.    HOLDOVER. Supplementing and modifying Article 34 of the Overlease which is incorporated in this Sublease by reference pursuant to Section 3(a) of this Sublease, in addition to and not in limitation of any and all rights and remedies Sublandlord shall have in the event of a holdover by Subtenant beyond the Expiration Date or earlier termination of this Sublease, Subtenant shall be liable to Sublandlord for any direct consequential losses,

damages, claims, costs, fees and/or expenses occasioned as a result of Subtenant remaining in possession.

38.    RULES AND REGULATIONS. At any time and from time to time, Sublandlord shall have the right upon reasonable prior notice to Subtenant to institute reasonable rules and regulations governing the use and occupancy of the Subleased Premises and the common areas of the Building to which Subtenant has access, the use of the Building Systems and the use of vendors servicing Subtenant; provided all such rules shall be enforced in a non-discriminatory manner against all other subtenants of the Building who are not Affiliates of Sublandlord. Sublandlord covenants that the initial rules and regulations will be substantially comparable with those of other first class office buildings in the Times Square area (i.e. 3 and 5 Times Square). Sublandlord represents that, except for those rules and regulations contained in Exhibit E of the Overlease as incorporated herein by reference, there are presently no such rules and regulations in existence with respect to the Building and Sublandlord shall give Subtenant at least ten (10) days notice of the implementation of any such rules or regulations.

39.    QUIET ENJOYMENT. Sublandlord covenants that during the Term of this Sublease, Subtenant shall have quiet and peaceable possession of the Subleased Premises, without hindrance or molestation by Sublandlord or any person claiming through or under Sublandlord, subject to the terms, covenants, conditions and provisions of this Sublease, the Overlease, any Superior Lease (as defined in the Overlease), any Superior Mortgage (as defined in the Overlease), and all covenants, conditions, restrictions, easements, encumbrances, agreements, documents, and instruments now of record.

40.    DAMAGE AND DESTRUCTION. Anything in this Sublease to the contrary notwithstanding, (a) in the event of damage or destruction to the Subleased Premises or the material services relating thereto (i.e., heat, air conditioning, elevator service, electricity and water) or the means of ingress or egress therefrom by fire or other casualty, whether to the Building or otherwise (collectively, "Casualty") and Sublandlord or Overlandlord has not substantially completed its portion of the restoration of the affected portion of the Subleased Premises to substantially its condition immediately prior to the Casualty (excepting any leasehold improvements made by Subtenant) within 210 days from the occurrence of such Casualty (and provided access to the Subleased Premises is also restored), or (b) if the Casualty shall occur in the last year of the Term of this Sublease and it shall destroy more than 30% of the Subleased Premises, then, provided the Casualty was not caused by the uninsurable acts or omissions of Subtenant, its partners, officers, directors, employees, agents, contractors, representatives, invitees, permitted assigns, sub-subtenants or affiliates, Subtenant may terminate this Sublease by written notice to Sublandlord within 30 days following the receipt of notice by Sublandlord that such restoration cannot be completed within the 210-day period, or within 30 days of such Casualty in the case of a Casualty occurring within the last year of the Term. Such notice by Sublandlord shall be given within 45 days of the Casualty. If Subtenant elects to terminate under this provision, this Sublease shall terminate on the date of the occurrence of the Casualty as the effective date of termination. Within 30 days of the date that Subtenant has delivered the foregoing notice of termination, Subtenant shall vacate and surrender possession of the Sublease Premises, Fixed Rent, Additional Rent and other amounts payable under this Sublease shall be prorated as of such effective date and the parties shall have no further obligations hereunder. A determination as to the time necessary to substantially restore the Subleased Premises shall be made promptly after such occurrence by a licensed, reputable general contracting firm or architect, and if such contractor or architect shall determine that the Subleased Premises cannot be restored within such 210-day period, Subtenant may terminate this Sublease.

41.    SUBLANDLORD'S REPRESENTATIONS, Sublandlord represents and warrants to Subtenant as follows: (a) the execution and delivery of the Sublease does not require the consent of the Overlandlord; (b) the Sublandlord is the "Tenant" under the Overlease; (c) except as set forth herein, the Overlease has not been modified in any respect that affects the Subleased Premises or Subtenant's obligations hereunder, (d) to the knowledge of Sublandlord, neither the Sublandlord nor the Overlandlord is in Default of any material term, covenant or condition of the Overlease, and (c) the term of the Overlease expires after the Expiration Date of the Term of this Sublease.

42.    SUBLANDLORD'S CONTRIBUTION. (a) Sublandlord shall pay to Subtenant an amount not to exceed $730,680 toward the cost of the Initial Alterations (the "Initial Alterations") Subtenant intends to make, and are required to be made pursuant to Section 19, to ready the Subleased Premises for the conduct of business by the Subtenant (excluding any "soft costs", except as provided below, and Subtenant's movable personal property), provided that as of the date on which Sublandlord is required to make payment thereof pursuant to paragraph (b) of this Section 42: (i) this Sublease is in full force and effect, and (ii) no default hereunder on the part of Subtenant then exists (such contribution being sometimes hereinafter called the "Sublandlord's Contribution"). It is understood that the foregoing contribution shall not be forfeited simply because there may be a default of Subtenant's obligations under the Sublease, but the right to receipt of any portion of the contribution shall be suspended until such default is cured; in the event that such default is not cured within the applicable grace or cure period, then, in addition to all of the other rights and remedies provided for herein, the right to such contribution shall be forfeited. Subtenant shall pay all costs of the Initial Alterations in excess of Sublandlord's Contribution. Sublandlord's Contribution shall be payable solely on account of labor directly related to the Initial Alterations and materials delivered to the Subleased Premises in connection with the Initial Alterations (excluding any "soft costs" and Subtenant's movable personal property), except that Subtenant may apply up to 10% of Sublandlord's Contribution to pay "soft costs" incurred in connection with the Initial Alterations, which shall be limited to the actual architectural, consulting and engineering fees incurred by Subtenant in connection therewith. Subtenant shall not be entitled to receive any portion of Sublandlord's Contribution not actually expended by Subtenant in the performance of the Initial Alterations, nor shall Subtenant have any right to apply any unexpended portion of Sublandlord's Contribution as a credit against FixedRent, Additional Rent or any other obligation of Subtenant hereunder. Upon the completion of the Initial Alterations and satisfaction of the conditions set forth in this Section 42, or upon the occurrence of the date which is 12 months after the Commencement Date, whichever first occurs, any amount of Sublandlord's Contribution which has not been previously disbursed shall be retained by Landlord; provided, however, the applicable portion of such retained amounts shall continue to be held for the benefit of Subtenant by Sublandlord if Subtenant delivers a notice to Sublandlord prior to satisfaction of the conditions set forth in this Section 42 that it is in dispute with any contractors, subcontractors, vendors or other providers of service and refuses to make payments at such time or if any contracts provide for retainage which has not then been finally paid. Notwithstanding the foregoing, in the event of a default by Subtenant under this Sublease, and as long as the guaranty of the Guarantor remains in full force and effect, the Sublandlord shall make the Sublandlord's Contribution available to Guarantor for the

completion of the Initial Alterations otherwise in accordance with the conditions to disbursement of the Sublandlord's Contribution as provided in this Sublease despite such default, and if the Sublandlord has terminated this Sublease or regained possession of the Subleased Premises by virtue of such default, then the Guarantor shall have a license to enter the Subleased Premises for the sole purpose of completing such Initial Alterations.

(b) Sublandlord shall make progress payments to Subtenant on a monthly basis, for the work performed during the previous month, up to 90% of Sublandlord's Contribution in accordance with the succeeding provisions of this Section. Each of Sublandlord's progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Subtenant (as certified by the chief financial officer of Subtenant and by Subtenant's independent architect) to Subtenant's contractors, subcontractors and material suppliers which have not been subject to previous progress payment disbursements from Sublandlord's Contribution multiplied by a fraction, the numerator of which is 90% of the amount of Sublandlord's Contribution, and the denominator of which is the total contract price (or, if there is no specified or fixed contract price for the Initial Alterations, then Sublandlord's reasonable estimate thereof), plus total soft costs for the performance of all of the Initial Alterations shown on all plans and specifications approved by Sublandlord, provided that in no event shall such fraction be greater than one. The 10% of the Sublandlord's contribution is hereinafter sometimes called the "Retainage". Requests for progress payments shall be processed no more frequently than monthly and shall be paid within 30 days next following the delivery to Sublandlord of said request therefor, signed by the chief financial officer of Subtenant, and accompanied by (i) conditional lien waivers for the payment to be made and copies of partial waivers of lien from all contractors, subcontractors, and material suppliers covering all work and materials which were the subject of previous progress payments by Sublandlord and Subtenant, (ii) a certification from Subtenant's architect that the work for which the progress payment is being made has been completed substantially in accordance with the plans and specifications approved by Sublandlord and (iii) such other documents and information as Sublandlord may reasonably request. Sublandlord shall disburse the final progress payment for the Retainage upon submission by Subtenant to Sublandlord of Subtenant's request therefor accompanied by all documentation required under this Section 4.2(b), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the Initial Alterations by governmental authorities having jurisdiction thereover, (B) final "as-built" plans and specifications far the Initial Alterations as required pursuant to Section 5.1(c) and (C) issuance of final lien waivers by all contractors, subcontractors and material suppliers covering all of the Initial Alterations. The right to receive Sublandlord's Contribution is for the exclusive benefit of Subtenant, and in no event shall such right be assigned to or be enforceable by or for the benefit of any third party, including any contractor, subcontractor, materialnian, laborer, architect, engineer, attorney or other person or entity.

43. TAKEOVER OF SUBTENANT'S CURRENT LEASE.

43.1 The Subtenant, by virtue of mesne assignments from S.J.S. Radio Networks, Ltd., is the tenant under that certain Agreement of Lease dated as of

November 1, 1994 between 116 Associates, as landlord (the "Existing Landlord"), and S.J.S. Radio Networks, Ltd., as tenant (the "Existing Lease"). Subtenant represents and warrants that a true, complete and correct copy of the Existing Lease (including all amendments and exhibits) is attached hereto as Exhibit D; and, Subtenant agrees that it will not amend or modify the Existing Lease after the date hereof without the consent of the Sublandlord, which consent shall be given or withheld in Sublandlord's sole discretion. Commencing as of the Existing Lease Reimbursement Commencement Date (as defined

in this. Section), Subtenant shall be entitled to receive a reimbursement from Sublandlord ("Existing Lease Reimbursement"), which reimbursement shall be in a maximum aggregate amount equal to the aggregate of (i) the minimum annual base rent payable under the Existing Lease, (ii) all items of additional rent payable thereunder, except for those items of additional rent or other expenses payable by virtue of Subtenant's failure to timely or properly perform its obligations under the Existing Lease and (iii) the New York City occupancy tax payable thereon, (sometimes hereinafter referred to as "Reimbursable Items" or "reimbursable items"), for the period commencing on the later to occur of (x) Subtenant vacating the premises demised under the Existing Lease (the "Existing Premises"), removing its movable personal property and any other item required to be removed pursuant to the terms of the Existing Lease upon the expiration thereof and leaving the same in broom clean condition free of occupancy or tenancy except for that prescribed in this Article and (y) January 1, 2005 (the "Existing Lease Reimbursement Commencement Date"), through March 31, 2006, or such earlier date as (i) the Existing Lease shall be cancelled or terminated, (ii) the Existing Lease shall be assigned or the Existing Premises shall be surrendered, or recaptured by leaseback or (iii) the Existing Lease shall be terminated or cancelled by or surrendered to the Existing Landlord (the "Reimbursement Period"), provided that on any such date there shall be no further obligations on the part of the tenant under the Existing Lease, except for those resulting form the failure of the Subtenant to perform its obligations under the Existing Lease. The Sublandlord's obligation to pay for Reimbursable Items so accruing during the Reimbursement Period shall be subject to all terms, limitations and conditions hereinafter provided, including, without limitation, the provisions of Section 43.1(a) hereof.

(a)Sublandlord shall only be required to pay the Existing Lease

Reimbursement to the extent such Reimbursable Items have actually been paid by Subtenant under the Existing Lease and reasonably satisfactory evidence of such payment has been delivered to Sublandlord. Reasonable satisfactory evidence of such payment may include, without limitation, (i) receipt of a cancelled check for such payment, (ii) confirmation of a wire transfer to an account owned by the Existing Landlord or (iii) confirmation of payment by the Existing Landlord. The period of time during which Reimbursable Items shall accrue shall commence on the Existing Lease Reimbursement Commencement Date and terminate upon the expiration of the Reimbursement Period, however the Sublandlord's obligation to pay Reimbursable Items shall not terminate until all such Reimbursable Items that have accrued during the Reimbursement Period have been paid in accordance with the terms of this Article 43. Subject to the other terms hereof, Subtenant shall receive the Existing Lease Reimbursement on the condition that during the aforementioned Reimbursement Period Subtenant shall not be in monetary

default or in material non-monetary default in the performance of any of the terms, covenants or conditions contained in this Sublease beyond the expiration of the applicable notice and cure period, or in the Existing Lease, as the case may be. If such default is not remedied within the applicable cure period, payments to Subtenant of the Existing Lease Reimbursement shall cease as of the end of the cure period and Subtenant shall not be entitled to receive any Existing Lease Reimbursement in respect of any Reimbursable Item which becomes due and payable during the period beginning on the expiration of such cure period until the date upon which such cure shall be effected, if capable of being cured and if such cure shall be accepted, and to the extent that the Sublandlord shall have made payment for Reimbursable Items for periods after such default but before such cure, Subtenant shall promptly reimburse Sublandlord therefor, failing which such amounts shall be deemed to be Additional Rent and shall be paid by Subtenant to Sublandlord within thirty (30) days after demand. Notwithstanding the foregoing, if the Sublandlord does not terminate this Sublease or repossess the Subleased Premises by virtue of such default, then, for purposes of determining whether payments of Reimbursable Items shall be payable by Sublandlord, any cure of the default which gave rise to the cessation of payment for Reimbursable Items shall be deemed to have been accepted,

(b)Subtenant will reasonably cooperate, at no cost to Subtenant, with

Sublandlord in mitigating Sublandlord's exposure for and in recapturing or reducing the Existing Lease Reimbursement amount including, without limitation, executing and delivering any and all documents reasonably necessary to accomplish the same and/or to effectuate any (a) cancellation, termination or surrender of the Existing Lease or leaseback or recapture by or assignment to the Existing Landlord pursuant to the terms of the Existing Lease (collectively an "Existing Lease Cancellation"), (b) assignment of the Existing Lease, or (c) subletting of the Existing Premises (each of the items in clauses (a) through (c) being referred to as an "Existing Lease Disposition Event"). Sublandlord and Subtenant shall use reasonable efforts, at no cost to Subtenant, to obtain a release of Subtenant's obligations under the Existing Lease whether by an assignment of the Existing Lease or a subletting to a third party, the cancellation, surrender, buyout or termination of the Existing Lease or any other Existing Lease Disposition Event, so long as Sublandlord is not adversely affected by such release of Subtenant's obligations in respect thereto. Subtenant will agree to execute and deliver any and all documents and take any actions reasonably requested by Sublandlord and/or its real estate broker and obtain Sublandlord's prior written approval to execute any documents and take any other actions requested by Sublandlord all as necessary and proper to complete lease buyouts, terminations, cancellations, subleases, assignments or space surrenders or any other Existing Lease Disposition Event, all relative to the Existing Lease and the Existing Premises. Subtenant will not enter into any agreements or any Existing Lease Disposition Event or otherwise dispose of the Existing Lease or the Existing Premises without obtaining Sublandlord's prior written consent, which consent will not be unreasonably withheld or delayed. In the event that Subtenant shall enter into any such agreement or effectuate any such disposition of the Existing Lease or the Existing Premises without Sublandlord's written consent, Sublandlord shall thereafter be and be deemed to be released of its obligation to make any further Existing Lease Reimbursement in respect of

any Reimbursable Items accruing from and after the effective date of such agreement or disposition. To the extent that the monetary obligation paid by Subtenant under the Existing Lease is reduced, offset, or refunded to Subtenant in respect of the Reimbursement Period, Sublandlord shall realize such reduction, refund or offset in a corresponding reduction of or credit against the Reimbursable Items payable by Sublandlord in the aggregate amount of such reduction, refund or offset. To the extent of any sums payable to Subtenant under any sublease, assignment, surrender, license or other agreement, documentation or any other Existing Lease Disposition Event, (collectively, the "Realized Payments"), Sublandlord shall receive a credit against Reimbursable Items equal to the Realized Payments. Subtenant will deliver and/or lease the Existing Premises in the condition required under this Article 43, on or before the date required under any such agreement but in no event shall Subtenant be obligated to so deliver possession earlier than June 15, 2005, and should Subtenant fail to deliver the Existing Premises when so required it will be deemed for purposes hereof as if such agreement had commenced and said premises had been timely delivered by Subtenant and the Existing Lease Reimbursement shall end or be reduced by the amounts that would have been collectible under said agreement, as applicable, effective as of said date and Subtenant shall be responsible for damages as hereinafter provided. Subtenant shall engage such real estate broker as Sublandlord shall direct (the "Existing Premises Broker") as Subtenant's real estate broker for the purposes of marketing the Existing Premises and the Existing Lease and for the disposition thereof in accordance with this Section 43.1(b) and to procure and/or obtain an Existing Lease Disposition Event pursuant to a separate brokerage agreement between the Existing Premises Broker and Subtenant which agreement shall be subject to Sublandlord's review and approval but which agreement shall be reasonable under the circumstances. Subtenant shall provide Sublandlord and the Existing Premises Broker or any successor broker approved by Sublandlord unrestricted access to and from the Existing Premises (including keys and/or cardkeys for the Existing Premises and building passes for their respective representatives) in connection therewith and in furtherance thereof, subject to any restrictions to such access imposed under the Existing Lease. Prior to the time that Subtenant actually vacates the Existing Premises, any access by such brokers shall be upon prior notice (which may be oral) to Subtenant during normal business hours. Any

payable to the Existing Premises Broker in connection with an Existing Lease Disposition Event shall be considered a Reimbursable Item, Sublandlord shall indemnify the Subtenant from any loss, cost, damage or expense, including attorneys fees, arising out of such brokerage agreement.

43.2 On or before the Existing Lease Reimbursement Commencement Date (as the Existing Lease Reimbursement Commencement Date may be extended pursuant to Section 43.4), Subtenant shall, at its cost and expense, (a) vacate all of the Existing Premises, which vacated space shall be free of all subleases, occupancy agreements, licenses and tenancies of any kind whatsoever, except any of the foregoing which shall have been entered into in accordance with Section 43.1(b), and (b) leave the Existing Premises vacant, "broom clean" and in good, neat and orderly condition (suitable for marketing to prospective subtenants or assignees) with all systems and equipment for which Subtenant is responsible under the Existing Lease in working order,

condition and repair and otherwise in the condition specified in Section 43.3 (c) unless Sublandlord and the Existing Landlord agree otherwise.

43.3 On or before the date that Sublandlord shall notify Subtenant that possession of any portion of the Existing Premises is required for any Existing Lease Disposition Event, which notice shall be given at least thirty (30) days in advance of the date of required possession of such Existing Premises (provided, however, Subtenant shall not be required to provide possession as aforesaid prior to June 15, 2005), Subtenant shall (a) remove all of the personal property of Subtenant from such Existing Premises referred to in such notice, which Subtenant is permitted or required to remove under the Existing Lease, failing which such personal property shall be removed at Subtenant's cost and expense on the date set forth in such notice, (b) repair any material damage caused by such removal, and (c) otherwise deliver the Existing Premises in the condition required at the end of the term of the Existing Lease, subject to the provisions of Section 43.2 hereof. Notwithstanding anything in this Paragraph 43 to the contrary, in the event that Subtenant's ability to complete its Initial Alterations in the Subleased Premises is delayed by virtue of any of the circumstances identified in paragraph 9 (A) (i) which would entitle the Subtenant to extend the Concession Period Abatement or by virtue of a fire or other casualty at the Subleased Premises not caused by Subtenant, then the Subtenant's obligation to provide possession of the Existing Premises shall, likewise, be extended by one (1) day for each day.of such delay.

43.4 Notwithstanding anything herein to the contrary, the Existing Lease Reimbursement Commencement Date (whether or not and without regard to the date the Existing Lease Reimbursement Commencement Date may have occurred under Section 43.1 above) may be and shall be deemed to be extended at the option of Sublandlord, by the number of days, if any, during which Subtenant shall unreasonably refuse or fail to execute and deliver any documentation or agreement reasonably necessary to effectuate and/or memorialize any Existing Lease Disposition Event beyond ten (10) days of written demand for Subtenant to so execute.

43.5 If the Existing Lease Reimbursement Commencement Date as originally determined pursuant to Subsection 43.1 is extended pursuant to Section 43.4 hereof; Sublandlord's rights and remedies pursuant to this Sublease shall not be affected thereby.

43.6 (a)Whether or not the Existing Lease Reimbursement Commencement Date is extended, if at any time the Subtenant fails to vacate the Existing Premises to accommodate an Existing Premises Disposition Event (provided that such date is later than June 15, 2005 and provided that such Existing Lease Reimbursement Commencement Date is evidenced by a writing with a third party or would have been so evidenced if the Subtenant had executed the same as required herein), then the Subtenant shall indemnify the Sublandlord and hold it harmless from and against any and all loss, cost, damage or expense, including without limitation, reasonable attorneys' fees and disbursements, arising out of or related to the failure to so vacate the Existing Premises, which damages may include without limitation, the failure to receive or reduction of

Realized Payments,, damages payable under any document evidencing an Existing Premises Disposition Event or the termination of any document evidencing an Existing Premises Disposition Event. The failure of Subtenant to comply with the terms of any document evidencing an Existing Premises Disposition Event within any applicable grace or cure period thereunder, if any, shall release and relieve Sublandlord from the payment of any Reimbursable Items accruing after such failure in respect of the portion of the Existing Premises covered by such Existing Premises Disposition Event limited however to the actual loss suffered by Sublandlord by virtue of Subtenant's failure. ,

(b)    Whether or not the Existing Lease Reimbursement Commencement Date is extended for the reasons set forth in Subsection 43.4, at any time during any period that the events described in Subsection 43.4 shall have occurred and be continuing, Subtenant shall nevertheless pay Sublandlord as liquidated damages (which may be at Sublandlord's election, by credit to Sublandlord's first to accrue Existing Lease Reimbursement obligations under this Sublease) for each day such events continue thereafter the per diem entire rent payable under the Existing Lease as to the entire Existing Premises or portion thereof that is the subject of the documentation or agreement that Subtenant refused or has failed to execute and deliver. If the events described in Subsection 43.4 continue for more than thirty (30) days, then Sublandlord's Existing Lease Reimbursement obligations under this Sublease may be cancelled by Sublandlord by notice given to Subtenant, but such cancellation shall apply only as to such space as would have been subleased, assigned or otherwise disposed of pursuant to the documentation or agreement that Subtenant refused or failed to execute and deliver (each a "Non-Executed Disposition Document") and only as to such obligations accruing after the effective date of such cancellation, whereupon the term "Existing Premises" shall exclude the part of the space as would have been so subleased, assigned or otherwise disposed of pursuant to the applicable Non-Executed Disposition Document as to which Sublandlord's obligations are cancelled (the "Cancelled Portion") and Subtenant shall be obligated to pay Sublandlord's damages as elsewhere provided in this Sublease as to the remainder of the Existing Premises.

(c)    If (x) the Existing Lease Reimbursement Commencement Date is extended pursuant to Section 43.4 hereof for in excess of Unity (30) days (an "Extension"), or (y) the Existing Lease Reimbursement obligations under this Sublease with respect to a Cancelled Portion shall be terminated by Sublandlord or shall otherwise expire or be cancelled pursuant to the applicable provisions hereof, or (z) this Sublease shall be terminated (other than in connection with a casualty or condemnation) by Sublandlord pursuant to the applicable provisions hereof, then Subtenant shall be liable to Sublandlord for damages and shall reimburse Sublandlord for, and indemnify, defend, and hold Sublandlord harmless from and against, any and all actual loss, liability, claims, damages or expenses (including, without limitation, reasonable attorneys' fees) arising out of or resulting from the following to the extent incurred by reason of such extension or termination, but limited to the amount of the Reimbursable Items and any actual out-of -pocket expenses incurred by Subtenant and enumerated below:

(i)Claims by the Existing Landlord or an assignee or

sublessee of the Existing Lease against Sublandlord or Subtenant with respect to the Cancelled Portion or resulting from the Extension, as the case may be;

(i)Intentionally Omitted;

(ii)Intentionally Omitted;

(iii)Costs incurred by Sublandlord for work performed or to be performed to prepare the Cancelled Portion for occupancy, whether such work is performed by Sublandlord or Subtenant, an affiliate of Sublandlord or Subtenant, or any independent contractor;

(iv)Costs incurred by Sublandlord in connection with its efforts to assign, sublease or otherwise dispose of the Cancelled Portion or bring about any other Existing Lease Disposition Event with respect to the Cancelled Portion, including but not limited to, brokerage fees, advertising expenses, and attorney's fees; and

(v)Damages incurred by Sublandlord for rent or other payments which otherwise would have been borne or reimbursed by an assignee or subtenant or other party to an Executed Disposition Document of the Cancelled Portion which agreement lapsed, expired or otherwise became unenforceable as a result thereof (except to the extent that Sublandlord is relieved of the corresponding obligation to reimburse Subtenant for such rent or other payments as a result of such extension or termination).

43.7 In addition to all other amounts payable by Sublandlord hereunder, if the Subtenant vacates the Existing Premises in the manner required by this Article 43 before March 1, 2005, then Subtenant shall receive a one time credit against the Fixed Rent next payable under the Sublease in the amount of $15,000,

43.8 Notwithstanding anything herein to the contrary, if the Subtenant executes at the request of Sublandlord a cancellation or termination agreement for the Existing Lease which calls for the payment of a lump sum, then the amount of such lump sum shall be paid in escrow to Subtenant's attorneys to be used to make the payment required under such cancellation or termination agreement.

43.9 Notwithstanding anything herein to the contrary, the Subtenant shall use commercially reasonable efforts to obtain from the Existing Landlord on or before (but not more than 30 days before) the Existing Lease Reimbursement Commencement Date an estoppel certificate executed and delivered by an authorized representative of the Existing Landlord stating that, (1) the Subtenant, as tenant under the Exiting Lease, is current in all payments required thereunder, (ii) no defaults by Subtenant as tenant under the Existing Lease shall have occurred and be continuing, (iii) there are no restoration obligations at the end of the Existing Lease except that the tenant thereunder remove its movable personal property and (iv) the Existing Lease, in the form attached to this Sublease as Exhibit D has not been modified in any respect and remains in full force and

effect. If, despite Subtenant's commercially reasonable efforts to obtain same, the Subtenant is not able to obtain such estoppel certificate from the Existing. Landlord within thirty (30) days prior to the Existing Lease Reimbursement Commencement Date, then the Subtenant shall send to Sublandlord a certification to that effect and, whether or not such certification shall have been sent, Subtenant shall be deemed to have made the representations and warranties recited in clauses (i) through (iv) above and shall indemnify the Sublandlord and hold it harmless against and from any and all loss, cost, damage and expense, including attorneys' fees and disbursements, arising out of the fact that any of such representations and warranties are not true, such liability being limited to the amount of the Reimbursable Items plus any of the out -of-pocket items recited in Section 43.6 (c) (i) through (v).

43.10 In the event that the Sublandlord is relieved of its obligation for the Reimbursable Items by virtue of Subtenant's default under this Sublease, and if the Sublandlord elects to terminate this Sublease or repossess the Subleased Premises by virtue of such default, then in determining the measure of damages to which Sublandlord is entitled by virtue of such default, the amount of the unpaid Reimbursable Items shall be deducted from such damages.

IN WITNESS WHEREOF, Sublandlord and Subtenant have hereunto executed this Sublease as of the day and year first above written.

SUBLANDLORD:

SFX Entertainment, Inc.            /s/Peter Strauss

d/b/ Clear Channel Entertainment        Senior Vice President

. SUBTENANT:

Excelsior Radio Networks, Inc.

By /s/Hiram Lazar

Name Hiram Lazar

Title Chief Financial Officer

Exhibits intentionally omitted

AMENDMENT OF SUBLEASE AND GUARANTY

THIS AMENDMENT OF SUBLEE AND GUARANTY (herein referred to as the "Amendment") made as of the 10 day of November, 2005, by and between SFX Entertainment, Inc. d/b/a/ Clear Channel Entertainment, a Delaware corporation, having an address at 220 West 42^nd Street, New York, New York 10036 (referred to herein as "Sublandlord"), and Excelsior Radio Networks, Inc., a Delaware corporation, having an address at 220 West 42^nd Street, New York, New York 10036 (referred to herein as "Subtenant").

WITNESSETH:

220 West 42^nd Street, New York, New York (the "Building"); and

WHEREAS, Subtenant has notified Sublandlord that Subtenant's beneficial owner(s) has conveyed or will convey an eighty three (83%) percent equity interest in Subtenant to Lincolnshire Management, Inc., a Delaware corporation, having an address at 780 Third Avenue, 40th Floor, New York, NY 10017(referred to herein as "Lincolnshire") ; and

WHEREAS, Subtenant delivered plans and specifications for its Initial Alterations, as that term is defined in the Sublease, which Sublandlord conditionally approved, and Subtenant has, of the date hereof, failed to complete all of its obligations in connection with its Initial Alterations in accordance with the plans and specifications and in accordance with its obligations set forth in Sections 19 and 42 of the Sublease; and

WHEREAS, Subtenant acknowledges that the design and construction of the heating and ventilation system within the Subleased Premises, which was part of the work performed in connection with its Initial Alterations, fails to protect the water pipes in the Subleased Premises from freezing and thawing and Subtenant represents, warrants and covenants

that it shall complete its Initial Alterations, as that term is defined in the Sublease, to remedy this situation; and

WHEREAS, Quince Associates, LP, a Maryland limited partnership, having an office at 777 Wadsworth Boulevard, Suiie 4-280, Lakewood, Colorado 80226 (referred to herein as "Guarantor") has guaranteed Subtenant's Sublease obligations pursuant to a Guaranty by and between Guarantor and Sublandlord, dated November 1, 2004 (referred to herein as the "Guaranty") , and Sublandlord and Guarantor have agreed to partially release Guarantor from some of its obligations under the Guaranty as more particularly set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and other good and valuable consideration paid by the parties to each other, the parties desiring to be bound hereby agree as follows:

1. (a) Section 29 of the Sublease is hereby amended and modified to provide that the

security deposit shall be increased to One Million One Hundred Forty Thousand

Dollars ($1,140,000.00). Subtenant shall deliver a clean, irrevocable letter of credit in that amount and otherwise in form and substance equivalent to the draft

letter of credit issued by LaSalle Bank National Bank Association which has been submitted to and approved by Sublandlord,(a copy of which is annexed hereto as Exhibit A). Such letter of credit shall have an expiration date no earlier

than November 1, 2006 and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Sublandlord given by certified or registered mail, return receipt requested not less than sixty (60) days prior to the expiration thereof. Except as otherwise provided in Section 29 of the Sublease, Subtenant shall throughout the term of the Sublease deliver to Sublandlord, in the event of the termination of any such letter of credit,

replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a "Security Letter") no later than thirty (30) days prior to the expiration date of the preceding Security Letter. If Subtenant shall fail to obtain any replacements of a Security Letter within the time limits set forth herein Sublandlord may draw down the full amount of the existing Security Letter and retain the same as cash security hereunder as provided in Section 29 of the Sublease.

(b) Notwithstanding anything contained in the Sublease to the contrary, the reduction of the security deposit previously set forth in Section 29 is hereby modified to provide that in the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Sublease without being in default of any monetary or any material non-monetary obligation of Subtenant hereunder, then Subtenant shall be entitled to a reduction of in the following amounts on the following dates:

Date of reduction November 1, 2006 November 1, 2007 November 1, 2008 November 1, 2009

Amount of reduction

$110,000.00

$110,000.00

$110,000.00

$310,000.00

Balance of Security

$1,030,000.00

$ 920,000.00

$ 810,000.00

$ 500,000.00

It is agreed that in the event Subtenant defaults in respect of any terms, provisions and conditions of this Sublease, including, but not limited to the payment of Fixed

Rent and/or Additional Rent and/or if Sublandlord draws down on the letter of credit provided by the Subtenant then Subtenant shall not entitled to further a reduction of the security and the above schedule shall be come null and void.

2. The Guarantor, shall be released from its payment and performance obligations as

provided in the Guaranty, except that Guarantor shall continue to guaranty and

remain liable for (x) the lien free completion of Subtenant's Initial Alterations (as defined in the Sublease) as more particularly set forth in Section 26 of the

Guaranty, and (y) the cost of enforcement of the Guaranty, including without limitation, all attorneys' fees and disbursements.

1. Subtenant acknowledges that, as of the date hereof, Subtenant has failed to fully complete its obligations with respect to the Initial Alterations (as defined in the Sublease) as provided in Section 42 of the Sublease. Subtenant further acknowledges that its failure to properly complete its Initial Alterations may cause irreparable harm to the Sublandlord and the Building due to the lack of proper engineering of the heating and ventilation system for the Subleased Premises. Subtenant shall have twenty one (21) days from the date hereof to remedy the defects in the heating and ventilation system for the Subleased Premises and Subtenant's failure to do so shall be deemed a default under the terms of the Sublease. Subtenant agrees that it shall install hot water coils in the heating system for the Subleased Premises, where necessary, to prevent the freezing of pipes within the Subleased Premises and the Building. The temperature within the heating system shall be controlled by thermostats which shall operate motorized valves that regulate the flow of hot water to the hot water coils. Subtenant shall provide, at its own cost and expense, hot water heaters, with their own. thermostats, to be located in the fan room(s) to prevent freezing within the fan rooms. The hot water heaters shall be tied into the Building Maintenance System ("BMS"), by contractors approved by Sublandlord and at Subtenant's expense, in order to allow the Building maintenance staff the ability to monitor the performance of the heating and ventilation system and to be able to reset the hot water heaters in the event of an emergency. The connection of the Subtenant's heating and ventilation system to the BMS shall not cause to relieve the Subtenant of any liability for damages that may arise in connection with a failure of its heating and ventilation system in the future nor does the Sublandlord assume any liability for any damage that may arise in connections with a failure of its heating and ventilation system.. All work required to complete Subtenant's Initial Alterations shall be made in strict accordance with the terms, conditions and provisions of the Overlease, Section 19 of the Sublease and the following: (i) Sublandlord's review and approval of the plans and specifications to re-engineer the heating system, and (ii) reimbursement to Sublandlord of its reasonable and actual out-of-pocket costs and expenses incurred by Sublandlord, inclusive of engineering

and legal fees.

2. Subtenant hereby represents and warrants to Sublandlord: (i) that it is a duly organized and validly existing corporation under the laws of the State of Delaware; (ii) the obligations to be performed by Subtenant hereunder have been duly authorized by Subtenant by all requisite action and in accordance with its organizational documents and by-laws; (iii) this Amendment is valid and binding against Subtenant in all respects. The individual(s) signing this Amendment on behalf of the Subtenant and Guarantor hereby represent and warrant to Sublandlord that each such individual has the power and authority to bind the

Subtenant and Guarantor to all of the terms hereof.

1. Subtenant shall be responsible for the payment of legal fees and expenses incurred by Sublandlord in connection with the preparation of this Amendment. Subtenant's failure to timely pay Sublandlord's legal fees and expenses, on demand within the time periods set forth in the Sublease , incurred in connection with this Amendment shall be deemed a default by Subtenant under the terms and provisions of the Sublease.

2. Subtenant acknowledges and agrees that the Sublease is in full force and effect and the Sublandlord, has through the date hereof, fulfilled all of its obligations - under the Sublease and there is no condition which, with the giving of notice or the passage of time or both, would constitute a default on the part of the Sublandlord in the performance of its obligations under this Sublease.

3. Except as specifically amended hereby, all other covenants, agreements, terms, conditions and requirements of the Sublease, are hereby ratified and confirmed and shall remain in full force and effect.

4. The provisions hereof shall inure to the benefit of and be binding upon the parties hereto, their heirs, personal representatives, successors and permitted assigns.

5. This Amendment may not be modified or amended, except pursuant to a written agreement executed by both parties.

6. All references to in this Amendment to capitalized items not otherwise defined herein shall have the same meanings ascribed to them in the Sublease. The recitals contained in the preamble of this Amendment are incorporated herein and made a part hereto of this Amendment. In the event of a conflict or inconsistency between the terms and provisions of the Sublease and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall prevail and govern.

7. This Amendment may be executed in one or more counterparts which when taken together shall constitute one fully executed counterpart. All of the parties to this Amendment (including the undersigned Guarantor) agree to be bound by a facsimile signature of such party deliverd by telecopier (however, by transmitting same by telecopier such party covenants to forward to all other parties by overnight courier original execution counterparts). A facsimile signature delivered by telecopier shall be deemed an original for all purposes.

IN WITNESS WHEREOF, Sublandlord and Subtenant have hereunto executed this Amendment of Sublease and Guaranty as of s and year first written above.

S

rtahunent

By

Name:    /s/ HIRAM LAZAR

Title:    Chief Financial Officert

SUBTENANT:

Excelsior Radio Networks, Inc.

The undersigned, Guarantor of the Sublease pursuant to that certain Guaranty dated November 1, 2004 (the "Guaranty") hereby approves

the foregoing Amendment and ratifies and confirms validity and enforceability of the terms of the Guaranty of the Sublease

as so amended by prior Amendments and this Amendment:

Exhibits intentionally omitted

SECOND AMENDMENT TO SUBLEASE

AGREEMENT made as of the day of July, 2008, by and between Live Nation

Worldwide, Inc, f/k/a SFX Entertainment, Inc , a Delaware corporation, having an address at 220 West 42"^d Street, New York, New York 10036 (referred to herein as "Sublandlord"), and Triton Radio Networks, LLC, f/k/a Excelsior Radio Networks, Inc , a Delaware limited liability company , having an address at 220 West 42"^d Street, New York, New York 10016 (referred to herein as "Subtenant)

WITNESSETH:

WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease dated as of November 1, 2004 and Amendment of Sublease and Guaranty dated as of November 10, 2005(the Sublease and Amendment of Sublease and Guaranty are collectively hereinafter referred to as the "Sublease") for those certain premises (the "Initial Subleased Premises") consisting of the entire 3^rd floor and a portion of the 4^th floors of the building located at 220 West 42"^d Street, New York, New York (the "Building"); and

WHEREAS, Subtenant is desirous of further amending the Sublease to provide that Subtenant shall, in addition to the Initial Subleased Premises, sublease the entire 14^th floor of the Building consisting of approximately 11,433 square feet (the "Additional Subleased Premises") ( the "Initial Subleased Premises and the "Additional Subleased Premises" shall be referred to collectively as the "Subleased Premises"); and

WHEREAS, Sublandlord and Subtenant are desirous of amending the Sublease to extend the term of the Sublease as it applies to the Initial Subleased Premises from September 30, 2014 to September 29, 2020; and

WHEREAS, Sublandlord and Subtenant wish to amend the Sublease as hereinafter provided

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and other good and valuable consideration paid by the parties to each other, the parties desiring to be bound hereby agree as follows:

1 DEMISE AND TERM Sublandlord hereby leases to Subtenant and Subtenant hereby hires from Sublandlord, the Additional Subleased Premises consisting of approximately 11,433 rentable square feet comprising the entire 14th floor (as defined on Exhibit A attached hereto) of the Building The term of the Sublease for the Additional Subleased Premises shall be the period (i) commencing on or about December 1, 2008 (the "Commencement Date"), and (ii) ending at 11:59 p m on September 29, 2020 (the "Expiration Date"), unless sooner terminated pursuant to the terms of this Sublease or pursuant to law. The term of the Sublease for the Initial Premises shall be extended from September 30, 2014 to the Expiration Date (the "Initial Subleased Premises Extension Period"), as defined hereinabove.

RENT.

(A) Fixed Rent.. Section 9 of the Sublease is hereby amended and modified to provide that (i) Subtenant shall pay to Sublandlord rent (herein called the "Fixed Rent") (inclusive of

electricity) for the Additional Subleased Premises for period commencing on the Commencement Date and ending on the Expiration Date, both dates inclusive, at the annual rates set forth below:

From orn the Commencement Date through and including the end of the twelfth (12^th) month, the Fixed Annual Rent shall be Six Hundred Five Thousand Nine Hundred Forty Nine Dollars and No Cents ($605,949 00), payable in equal monthly installments of $50,495.75;

From the beginning of the thirteenth (13^th) month following the Commencement Date through and including the end of the twenty fourth (24^th) month, the Fixed Annual Rent shall be Six Hundred Twenty Thousand Two Hundred Forty Dollars and Twenty Five Cents ($620,240.25), payable in equal monthly installments of $51,689.69;

From the beginning of the twenty fifth (25^th) month following the Commencement Date through and including the end of the thirty sixth (36^th) month, the Fixed Annual Rent shall be Six Hundred Thirty Four Thousand Eight Hundred Eighty Eight Dollars and Seventy Eight Cents ($634,888 78), payable in equal monthly installments of $52,907 40;

From the beginning of the thirty seventh (37^th) month following the Commencement Date of this Lease through and including the end of the forty eighth (48^th) month, the Fixed Annual Rent shall be Six Hundred Forty Nine Thousand Nine Hundred Three Dollars and Fifty Three Cents ($649,903.53), payable in equal monthly installments of $54,158.63;

From the beginning of the forty ninth (49^tth) month following the Commencement Date of this Lease through and including the end of the sixtieth (60^th) month, the Fixed Annual Rent shall be Six Hundred Sixty Five Thousand Two Hundred Ninety Three Dollars and Sixty Four Cents ($665,293 64), payable in equal monthly installments of $55,441,14;

From the beginning of the sixty first (61s^t) month through and including the end of the seventy second (72n^d) month, the Fixed Annual Rent shall be Seven Hundred Thirty Eight Thousand Two Hundred Thirty Three Dollars and Fifty One Cents ($738,233 51), payable in equal monthly installments of $61,519.46;

From the beginning of the seventy third (73t^d) month through and including the end of the eighty fourth (84^th) month, the Fixed Annual Rent shall be Seven Hundred Fifty Five Thousand Eight Hundred Thirty One Dollars and Eighty Seven Cents ($755,831.87), payable in equal monthly installments of $62,985.99;

From the beginning of the eighty fifth (85^th) month through and including the end of the ninety sixth (96^th) month, the Fixed Annual Rent shall be Seven Hundred Seventy Three Thousand Eight Hundred Seventy Dollars and Nineteen Cents ($'773,8'70..19), payable in equal monthly installments of $64,489..18;

From the beginning of the ninety seventh (97^th) month through and including the end of the one hundred eighth (108^th) month, the Fixed Annual Rent shall be Seven Hundred Ninety Two Thousand Three Hundred Fifty Nine Dollars and Forty Seven Cents ($792,359 47), payable in equal monthly installments of $66,029.96;

From the beginning of the one hundred ninth (109^th) month through and including the end of the one hundred twentieth (120^th) month, the Fixed Annual Rent shall be Eight Hundred Eleven Thousand Three Hundred Ten Dollars and Ninety Eight Cents ($811,310.98), payable in equal monthly installments of $67,609.02;

From the beginning of the one hundred twenty first (121^5f) month through and including the end of the one hundred thirty second (132n^d) month, the Fixed Annual Rent shall be Eight Hundred Thirty Thousand Seven Hundred Thirty Six Dollars and Twenty Eight Cents ($830,73628), payable in equal monthly installments of $69,228 02;

From the beginning of the one hundred thirty third (133`^d) month through and including the Expiration Date, the Fixed Annual Rent shall be Eight Hundred Fifty Thousand Six Hundred Forty Seven Dollars and Twenty One Cents ($850,647.21), payable in equal monthly installments of $70,887 27;

Notwithstanding the foregoing and provided that Subtenant is not then in default, Subtenant is being provided an abatement (the "Additional Subleased Premises Concession Period Abatement") and is being conditionally excused fiom the payment of Fixed Rent in an amount equal to One Hundred Forty Two Thousand Nine Hundred Twelve Dollars and Fifty Cents ($142,912 50) which represents and which shall be credited against, in the aggregate the Fixed Rent, exclusive of electricity, for the first three (3) months of the term of this Sublease for the Additional Subleased Premises. If at any time during the term of this Sublease Subtenant shall be in breach and/or default of this Sublease (after expiration of applicable notice and/or grace periods), the Additional Subleased Premises Concession Period Abatement so conditionally excused shall become immediately due and payable by Subtenant to Sublandlord

(B) Section 9 of the Sublease is hereby finther amended and modified to provide that Subtenant shall pay to Sublandlord rent (herein called the "Fixed Rent") (inclusive of electricity) for the Initial Subleased Premises for period commencing on October^. 1, 2014 and ending on the Expiration Date, both dates inclusive, at the annual rates set forth below:

From October 1, 2014 through and including September 30, 2015, the Fixed Annual Rent shall be Nine Hundred Twenty Thousand Iwo Hundred Ninety One Dollars and Forty Six Cents ($920,291 46), payable in equal monthly installments of $76,690 96;

From October 1, 2015 through and including September 30, 2016, the Fixed Annual Rent shall be Nine Hundred Forty One Thousand Nine Hundred Twenty Eight Dollars and Seventy Two Cents ($941,928 72), payable in equal monthly installments of $78,494 06;

From October 1, 2016 through and including September 30, 2017, the Fixed Annual Rent shall be Nine Hundred Sixty Four Thousand One Hundred Six Dollars and Ninety One Cents ($964,106 91), payable in equal monthly installments of $80,342.24;

From October 1, 2017 through and including September 30, 2018, the Fixed Annual Rent shall be Nine Hundred Eighty Six Thousand Eight Hundred Thirty Nine Dollars and Fifty Six Cents ($986,839.56), payable in equal monthly installments of $82,236.63;

From October I, 2018 through and including September 30, 2019, the Fixed Annual Rent

shall be One Million Ten Thousand One Hundred Forty Dollars and Fifty Three Cents ($1,010,140.53), payable in equal monthly installments of $84,178 38;

From the October 2, 2019 through and including the Expiration Date, the Fixed Annual Rent

shall be One Million Thirty F our Thousand Twenty Four Dollars and One Cent ($1,034,024.01), payable in equal monthly installments of $86,168.67

Notwithstanding the foregoing and provided that Subtenant is not then in default, Subtenant is being provided an abatement (the "Initial Subleased Premises Concession Period Abatement") and is being conditionally excused from the payment of Fixed Rent for the Initial Subleased Premises in an amount equal to Two Hundred Sixteen Thousand Three Hundred Seventy Iwo Dollars and Sixty Three Cents ($216,372.6.3) which represents and which shall be credited against, in the aggregate the Fixed Rent for the Initial Subleased Premises, exclusive of electricity, for the first three (3) months of Initial Subleased Premises Extension Period. If at any time during the term of this Sublease Subtenant shall be in breach and/or default of this Sublease (after expiration of applicable notice and/or grace periods), the Concession Period Abatement so conditionally excused shall become immediately due and payable by Subtenant to Sublandlord.

3 ADDITIONAL RENT. A Section 11(B) of the Sublease is hereby amended and modified to provide that as Additional Rent hereunder for the Additional Subleased Premises, for each Tax Year (as defined in the Sublease) commencing as of July 1, 2009 and continuing for the balance of the Term, Subtenant covenants and agrees to pay to Sublandlord, Subtenant's Percentage (as hereinafter defined) of the amount by which Taxes (as defined in the Overlease, provided that Taxes for the Base Year and any other Tax Year shall be computed as if there was no exemption due to the Industrial Commercial Incentive Program (ICIP), exceeds Taxes for the time period fiom July 1, 2008 to and including June 30, 2009 (such time period referred to herein as the "Base Year for Additional Subleased Premises") For purposes of Section 11(B) of the Sublease, the term "Subtenant's Percentage" for the Additional Subleased Premises shall mean with respect to Taxes, 5.18 percent of such Taxes (net of Industrial Commercial Incentive Program benefits, if any)

B.. Section 11(B) of the Sublease is hereby thither amended and modified to provide that subsequent to October 1, 2014, the Base Year (as defined in the Sublease) for the Initial Subleased Premises shall be the period from July 1, 2104 to and including July 30, 2015

4 ELECTRICITY: Section 11(A) of the Sublease is hereby amended and modified to provide that Sublandlord reserves the right, at its option, to change the manner in which electricity is charged to the Subtenant, (x) by survey (conducted by an electrical engineer calculating the relative usage and demand compared to that of a typical office tenant) in which case Subtenant shall pay an amount equal to its share of the total electric charges for the Building as determined by such survey, or, (y) by submeter so long as Sublandlord shall pay the cost to install such submeter.. If Sublandlord shall elect to charge Subtenant by means of a survey or submeter, then the Fixed Rent shall be reduced by an amount equal to Three Dollars ($3.00) per square foot per annum Notwithstanding anything herein to the contrary, Subtenant shall have the

right to install a submeter, at its sole costs and expense, inclusive of all engineering fees and costs, subject to review by the Sublandlord. Subtenant, if requested by Sublandlord, shall be required to remove the submeter, at its sole cost and expense, at the end of the term of this Sublease In the event that the electric charges are calculated by means of a submeter then the Fixed Rent shall be reduced by an amount equal to Three Dollars ($3.00) per square foot

5 CONDITION OF THE ADDITIONAL SUBLEASED PREMISES. Subtenant acknowledges that it has had the opportunity to examine and inspect the Additional Subleased Premises and is fUlly familiar with the physical condition thereof Subtenant agrees that Subtenant is leasing the Additional Subleased Premises and Recaptured Space in "as is" condition and that Sublandlord is not required to perform any work or expend any monies in order to make the Additional Subleased Premises or the Recaptured Space ready for Subtenant's occupancy.. In making and executing this Sublease, Subtenant acknowledges that Sublandlord has not made and does not make any representations or warranties as to the Building other than those specifically set forth in this Sublease, the building services and systems, the air quality of the Building, the Additional Subleased Premises, the physical condition of the Additional Subleased Premises or fixtures therein and that Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made Notwithstanding the foregoing, Sublandlord hereby represents and warrants that to the best of its knowledge the Additional Subleased Premises are in compliance with all applicable laws, rules, and regulations.

6.. BROKERAGE. Sublandlord and Subtenant represent to each other that they have dealt with no broker, finder or other similar person in bringing about this Sublease other than Newmark Knight Frank (the "Broker") Sublandlord and Subtenant agree to indemnify, defend and hold harmless, the other from and against any claims made by any broker, finder or other person for a brokerage commission, finder's fee, or similar compensation other than the Broker, by reason of or in connection with this Sublease, and any loss, liability, damage, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements or the reasonable value of legal services rendered by Sublandlord on behalf of itself in connection with such claims) in the event the representation set forth above and made by such party shall be untrue. Sublandlord shall pay all fees or commissions due and owing to the Broker

7. FURNITURE. Section 35 of the Sublease is hereby amended and modified to provide that Subtenant acknowledges that Sublandlord shall deliver possession of Additional Subleased Premises with the existing furniture in the Additional Subleased Premises (excluding specifically, Sublandlord's trade fixtures, business equipment, computer systems, and telephone system and employee's furnishings, except as otherwise provided in this Sublease) The existing furniture will remain the property of Sublandlord at all times. Upon the Expiration Date, or the earlier termination of this Sublease, it shall be Subtenant's obligation to remove Subtenant's other furniture, fixtures, business equipment and employee possessions (i.e. other than the furniture and fixtures in the Additional Subleased Premises as of the delivery of possession to

Subtenant) from the Additional Subleased Premises and to deliver the Additional Subleased Premises and existing furniture in its present condition and repair subject to reasonable wear and tear (and damage by fire or other casualty excepted if Subtenant has properly insured same and provided the proceeds of such coverage are paid over the Sublandlord at the expiration or sooner termination of this Sublease, unless Subtenant has used such proceeds to replace such furniture), in broom clean condition, and free of other personal property and debris Sublandlord has not and does not now make any representations or warranties, express or implied, with regard to such furniture and the Subtenant agrees to accept same in its present "as is" condition, subject to normal wear and tear between the date hereof and the Commencement Date. Subtenant shall not dismantle and/or remove the furniture provided hereunder except with Sublandlord's consent (and if consent is so granted the same shall be stored and insured as reasonably required by Sublandlord at Subtenant's cost and expense).. Attached hereto as Exhibit B and made a part hereof is a furniture inventory identifying the furniture which is owned by Sublandlord and being made available to Subtenant pursuant to the terms of this Section 7

1.SECURITY DEPOSIT Notwithstanding anything contained in the Sublease to the contrary, the reduction of the security deposit ("Security Deposit") previously set forth in Section 29 of the Sublease as modified in Section 1(a) in the Amendment of Sublease and Guaranty is hereby further amended and modified to provide that in the event the Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Sublease without being in default of any monetary or any non-monetary obligation of Subtenant hereunder, the Security Deposit shall be reduced on November 1, 2008 to Seven Hundred Sixty Three Thousand One Hundred Twenty Dollars and Twenty Three Cents ($'763,120.23). It is agreed that in the event Subtenant defaults in respect of any terms, provisions and conditions of this Sublease, including, but not limited to payment of Fixed Rent or Additional Rent and/or if Sublandlord draws down on the letter of credit provided by the Subtenant then Subtenant shall not be entitled to a further reduction of the Security Deposit

2.MISCELLANEOUS (A) Except as specifically amended hereby, all other covenants, agreements, terms, conditions and requirements of the Sublease, ar e hereby ratified and confirmed and shall remain in full force and effect.

(A)The provisions hereof shall inure to the benefit of and be binding upon the parties hereto, their heirs, personal representatives, successors and permitted assigns.

(B)This agreement may not be modified or amended, except pursuant to a written agreement executed by both parties.

(C)This Amendment may be executed in one or more counterparts which when taken together shall constitute one fully executed counterpart.. All of the parties to this Amendment agree to be bound by a facsimile signature of such party delivered by telecopier (however, by transmitting same by telecopier such party covenants to forward to all other parties by overnight courier original execution counterparts) A facsimile signature delivered by telecopier shall be deemed an original for all purposes

(E) By executing this amendment the patties agree that all requirements under Section 42 of the original lease have been met and that within 30 days of the execution of this amendment the Sublandloid will deliver to the Subtenant final eimbutsement as per Section 42 in the amount of'$73,068 00 and final reimbursement per Section 43 in the amount of $105,981 27

THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, Sublandlord and Subtenant have hereunto executed this First Amendment of Sublease as of the day and year first written above

SUBLANDLORD:

SFX Entertainment, Inc.

d/b/a Clear Channel

By /s/ Peter Strauss

Name Perter Strauss

Title Senior Vice President

SUBTENANT:

Excelsior Radio Networks, LLC f/k/a Excelsior Radio Networks, Inc

/S/ Hiram Lazar

Name Hiram Lazar

Title: Chief Financial Officer

Exhibits intentionally omitted

THIRD AMENDMENT TO SUBLEASE

THIS THIRD AMENDMENT TO SUBLEASE (this “Amendment”), made as of the 27^th day of January, 2012 (the “Amendment Commencement Date”), by and between LIVE NATION WORLDWIDE, INC., F/K/A SFX ENTERTAINMENT, INC., a Delaware corporation, having an address at 220 West 42^nd Street, New York, New York 10036 (“Sublandlord”), and EXCELSIOR RADIO NETWORKS, LLC, a Delaware limited liability company, as successor by conversion to EXCELSIOR RADIO NETWORKS, INC., a Delaware corporation, having an address at 220 West 42^nd Street, New York, New York 10036 (“Subtenant”).

W I T N E S S E T H:

A.WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease dated as of November 1, 2004, as amended by a Letter Agreement dated January 14, 2005, an Amendment of Sublease dated March 31, 2005, an Amendment of Sublease and Guaranty dated November 10, 2005, and a Letter Agreement dated November 10, 2005 (as so amended, collectively, the “Original Sublease”), which Original Sublease provided for the subletting to Subtenant of those certain premises consisting of the entire 3^rd floor and a portion of the 4^th floor (the “Original Subleased Premises”) of the building located at 220 West 42nd Street, New York, New York (the “Building”);

B.WHEREAS, Sublandlord and Subtenant further amended the Original Sublease by a certain Second Amendment to Sublease dated as of July 30, 2008 (the “Second Amendment”; the Original Sublease as amended by the Second Amendment, collectively, the “Existing Sublease”) to provide for the subletting to Subtenant of the entire 14^th floor of the Building (the “Additional Subleased Premises”; the Original Subleased Premises and the Additional Subleased Premises, collectively, the “Existing Subleased Premises”); and

C.WHEREAS, Sublandlord and Subtenant now desire to further modify and amend the Existing Sublease to provide for the subletting to Subtenant of the 5^th Floor Premises, the 6^th Floor Premises and 7^th Floor Premises (each as hereinafter defined) and the contemporaneous surrender of the Additional Subleased Premises and to otherwise modify, amend and supplement the Existing Sublease as more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and the sum of Ten Dollars ($10.00), and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Sublandlord and Subtenant, for themselves, their legal representatives, successors and/or assigns, hereby agree as follows:

1.Definitions. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to them in the Existing Sublease. Where appropriate in context, from and after the full execution and delivery of this Amendment, references to the “Sublease” shall mean the Existing Sublease as amended by this Amendment.

2.Demise of New Premises; Term. (a) Notwithstanding anything to the contrary contained in the Existing Sublease and subject to the terms of this Amendment, as of the date hereof Subtenant hereby rents, sublets and hires from Sublandlord:

(i)a portion of the fifth (5^th) floor of the Building, which the parties agree consists of nine thousand six hundred eighty (9,680) rentable square feet, as shown on the floor plan annexed hereto as Exhibit A-1 and made a part hereof (the “5^th Floor Premises”);

(ii)the entire sixth (6^th) floor of the Building, which the parties agree consists of eleven thousand four hundred thirty-three (11,433) rentable square feet, as shown on the floor plan annexed hereto as Exhibit A-2 and made a part hereof (the “6^th Floor Premises”); and

(iii)the entire seventh (7^th) floor of the Building, which the parties agree consists of eleven thousand eight hundred thirty-three (11,833) rentable square feet, as shown on the floor plan annexed hereto as Exhibit A-3 and made a part hereof (the “7^th Floor Premises”; the 5^th Floor Premises, the 6^th Floor Premises and the 7^th Floor Premises, collectively, the “New Premises”).

(a)Sublandlord shall deliver possession of the New Premises in their “as is” condition on the Amendment Commencement Date. Subtenant acknowledges and agrees that Subtenant is subleasing the New Premises “as is” and Sublandlord is not required to perform any work or expend any monies in connection with the space demised pursuant to this Amendment or the Existing Sublease. In making and executing this Amendment, Subtenant has relied solely on such investigations, examinations and inspections of the New Premises as Subtenant has chosen to make or has made and is not relying on any representations, warranties or promises of Sublandlord. Subtenant acknowledges that it has had the opportunity for full and complete investigations, examinations and inspections of the New Premises. For avoidance of doubt, there shall be no work completed by Sublandlord to, or Sublandlord contribution for work with respect to, the New Premises.

(b)The term of the sublease for the New Premises shall be the period commencing as of the Amendment Commencement Date and ending on the Expiration Date (the “New Term”, which New Term shall be a “Term” under the Sublease in all respects), unless sooner terminated pursuant to the terms of the Existing Sublease, this Amendment or pursuant to law; provided, however, that from and after the Amendment Commencement Date, (i) the Expiration Date for all of the Subleased Premises (as described in Subsection 2(d) hereof) shall be August 31, 2020 and (ii) the definition of “Expiration Date” in the Existing Sublease as amended by this Amendment shall mean August 31, 2020.

(c)(i) Effective as of the Amendment Commencement Date, all references in the Sublease (as amended by this Amendment) to “Subleased Premises” (whether or not such term is capitalized) are hereby modified to include the Original Subleased Premises and the New Premises (as defined in Section 2(a) hereof) and (ii) the New Premises shall be subject to the Sublease (as amended by this Amendment) with the same force and effect as if originally demised thereunder, except as otherwise set forth to the contrary hereunder.

3.Rent. (a) From and after the Amendment Commencement Date, the

Fixed Rent per annum payable by Subtenant in respect of the 5^th Floor Premises and 7^th Floor Premises (including electricity on a “rent inclusion” basis) shall be as follows:

(i)From the New Rent Commencement Date (hereinafter defined), to and including the day immediately preceding the first (1^st) anniversary of the Amendment Commencement Date (both dates inclusive), $925,059.00, payable in equal monthly installments of $77,088.25;

(ii)From the first (1^st) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the second (2^nd) anniversary of the Amendment Commencement Date (both dates inclusive), $946,572.00, payable in equal monthly installments of $78,881.00;

(iii)From the second (2^nd) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the third (3^rd) anniversary of the Amendment Commencement Date (both dates inclusive), $968,622.83, payable in equal monthly installments of $80,718.56;

(iv)From the third (3^rd) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the fourth (4^th) anniversary of the Amendment Commencement Date (both dates inclusive), $991,224.92, payable in equal monthly installments of $82,602.00;

(v)From the fourth (4^th) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the fifth (5^th) anniversary of the Amendment Commencement Date (both dates inclusive), $1,014,392.00, payable in equal monthly installments of $84,532.67;

(vi)From the fifth (5^th) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the sixth (6^th) anniversary of the Amendment Commencement Date (both dates inclusive), $1,145,703.33, payable in equal monthly installments of $95,475.28;

(vii)From the sixth (6^th) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the seventh (7^th) anniversary of the Amendment Commencement Date (both dates inclusive), $1,172,732.43, payable in equal monthly installments of $97,727.70;

(viii)From the seventh (7^th) anniversary of the Amendment Commencement Date, to and including the day immediately preceding the eighth (8^th) anniversary of the Amendment Commencement Date (both dates inclusive), $1,200,437,.27, payable in equal monthly installments of $100,036.44; and

(ix)From the eighth (8^th) anniversary of the Amendment Commencement Date, to and including the Expiration Date (both dates inclusive), $1,228,834.73, payable in equal monthly installments of $102,402.89

(b)In respect of the 6^th Floor Premises, for the period commencing on

the Amendment Commencement Date and ending on the Expiration Date (both dates inclusive),

Subtenant shall pay as Fixed Rent an amount per annum equal to the Fixed Rent that would

otherwise be due and payable under the Existing Sublease with respect to the Additional

Subleased Premises on the same terms and conditions as such Fixed Rent for such Additional Subleased Premises (as set forth on Exhibit D hereto), mutatis mutandis; provided, however, that, in respect of the 6^th Floor Premises only, for the period commencing on the first (1^st) anniversary of the Amendment Commencement Date and ending on the Expiration Date (both dates inclusive), the Subtenant shall receive an annual credit ($80,031.00) toward Fixed Rent payable for the 6^th Floor Premises (to be deducted on a monthly basis ($6,669.25 per month)) of $7.00 per annum per rentable square foot on the 6^th Floor Premises per annum. Notwithstanding the foregoing, for the avoidance of doubt, other than the annual credit described in the foregoing sentence, there is no “free rent” period or Concession Period (hereinafter defined) with respect to the 6^th Floor Premises; nor shall the foregoing credit apply to any other portion of the Subleased Premises.

(a)Subtenant shall receive ten (10) months of free rent for the period commencing on the Amendment Commencement Date and ending on the day preceding the New Rent Commencement Date for the 5^th Floor Premises and the 7^th Floor Premises only (the “Free Rent”). Accordingly, the “New Rent Commencement Date” shall mean the date that is ten (10) months after the Amendment Commencement Date. Notwithstanding the foregoing, Subtenant shall pay to Sublandlord, as additional rent on account of electricity consumed at the 5^th Floor Premises and the 7^th Floor Premises, the sum of $5,378.25 per month during the period beginning on the Amendment Commencement Date and ending on the date immediately preceding the New Rent Commencement Date (both dates inclusive). If such time period shall commence or end on other than the first (1^st) day or last day of a calendar month, such monthly amount on account of electricity will be appropriately pro rated on a per diem basis.

(b)Notwithstanding anything to the contrary contained herein, with respect to the 5^th Floor Premises and the 7^th Floor Premises only, Subtenant shall receive an abatement (the “Concession Period Abatement”) (in addition to the Free Rent to be provided pursuant to Section 3(c) above) and is being excused from the payment of Fixed Rent (but not electricity in the sum of $5,378.25 per month), for the period commencing on the first (1^st) anniversary of the New Rent Commencement Date and ending on the day immediately preceding the date that is fifteen (15) months after the New Rent Commencement Date (both dates inclusive) (such period, the “Concession Period”), subject to the conditions set forth below in this subsection (d)). If at any time during the Term, the Sublease shall be terminated by Sublandlord in accordance with the terms of the Sublease and/or applicable law by reason of a Subtenant breach and/or default by Subtenant with regard to (x) any monetary covenant on its part to be complied with or performed, and/or (y) any non-monetary covenant, agreement or term on Subtenant's part to be complied with or performed (after expiration of applicable notice and/or grace periods, if any), then, upon the occurrence such termination, and only upon such termination (as opposed to default and/or breach not resulting in a termination of this Amendment or the Sublease) that portion of the Concession Period Abatement so conditionally excused and the Free Rent shall become immediately due and payable by Subtenant to Sublandlord. Notwithstanding anything to the contrary contained in this subsection (d) or otherwise herein, Subtenant shall pay to Sublandlord, as additional rent on account of electricity consumed at the 5^th Floor Premises and the 7^th Floor Premises during the Concession Period, the sum of $5,378.25 per month during the Concession Period (which for the avoidance of doubt, is the same payment described in Section 3(c) above for a different time period). If such period

shall commence or end on other than the first (1^st) day or last day of a calendar month, such monthly amount on account of electricity will be appropriately pro rated on a per diem basis.

(a)Sublandlord and Subtenant acknowledge that as of the date hereof, Sublandlord remains in possession of that portion of the 5^th Floor Premises identified on Exhibit A-1 as “LN Retained Area”. Sublandlord shall diligently remove its personal property from such area as soon as reasonably practicable after the Amendment Commencement Date. In the event that the LN Retained Area are not delivered by Subtenant broom clean and vacant on or before March 16, 2012, in addition to and not in limitation of any other abatement of rent due hereunder, Subtenant shall receive a credit on account of Fixed Rent in the amount of $351.56 per diem for each day from and after March 17, 2012 that there is a delay in the delivery of possession of the LN Retained Area; provided, however, that notwithstanding anything to the contrary contained herein or in the Sublease, Sublandlord shall have unfettered access to the LN Retained Area until such time as possession thereof is delivered to Subtenant; provided further that Sublandlord shall use commercially reasonable efforts to minimize interference with the operation of Subtenant's business operations in exercising such right of access (but without the need to use premium time or overtime labor).

(b)Notwithstanding anything in the Sublease to the contrary, (i) Sublandlord shall at all times have unfettered access to the areas identified on Exhibit A-1 as “Live Nation Space” (which includes Sublandlord's security office and computer/IT server equipment room) and (ii) in no event is any work required of Sublandlord to ready the 5^th Floor Premises for occupancy by Subtenant (including, without limitation, demising walls, entranceways, or other ingress and egress). Subtenant covenants not to interfere with Sublandlord's use of such Live Nation Space; provided, however, that Sublandlord shall use commercially reasonable efforts to minimize interference with the operation of Subtenant's business operations in exercising such right of access (but without the need to use premium time or overtime labor).

(c)Sublandlord and Subtenant acknowledge and agree that certain overpayments have been made by Subtenant on account of real estate tax escalation payments due pursuant to the Existing Sublease. Accordingly, Subtenant shall be entitled to a credit against the next installment or installments of Fixed Rent to become due under the Sublease from and after the Amendment Commencement Date until such time as Subtenant has received a credit in the aggregate amount of $185,790.87. The foregoing credit covers real estate tax escalation payments for the time period ending as of December 31, 2011. In consideration of the agreement of Sublandlord to provide such credit, effective as of the Amendment Commencement Date, Subtenant does hereby release Sublandlord and its affiliates and each of their respective employees, officers, directors, shareholders, principals, agents and representatives from any and all claims, suits, actions and/or proceedings and all other rights and remedies that Subtenant may have with respect to any such overbilling and overpayments for real estate tax escalation payments which may have occurred at any time to and including the Amendment Commencement Date. In consideration of the foregoing release, Sublandlord does hereby release Subtenant and its affiliates and each of their respective employees, officers, directors, shareholders, principals, agents and representatives from any and all claims, suits, actions and/or proceedings and all other rights and remedies that Sublandlord may have with respect to any

underbilling and underpayments for real estate tax escalation payments which may have occurred at any time to and including the Amendment Commencement Date.

(h)Notwithstanding anything to the contrary contained herein (but

subject to the foregoing Section 3(e)), for the avoidance of doubt, the Fixed Rent and Additional Rent with respect to the Initial Subleased Premises shall continue to be due and payable in accordance with the terms of the Existing Sublease and shall not be modified or amended by the terms of this Amendment except to the extent a credit is to be provided to Subtenant pursuant to Section 3(e) hereof; nor shall any free rent period apply with respect to the payment of rent for the Initial Subleased Premises.

1.Signage. (a) Effective as of the Amendment Commencement Date, Section 36 of the Existing Sublease is deleted in its entirety and the following is inserted in lieu thereof:

“36. SIGNAGE. Subject in all respects to the consent and approval of Sublandlord (not to be unreasonably withheld) and Overlandlord, Subtenant shall be entitled to install (i) signage in the elevator lobbies of the floors of the Building comprising the Subleased Premises identifying Subtenant's presence on those floors in compliance with all applicable laws and consistent with the character and finish of the Building's interiors, and (ii) a plaque in the Building's lobby, not to exceed 24 inches in width and 12 inches in height, identifying Subtenant's presence in the Building in compliance with all applicable laws and consistent with the character and finish of the Building's lobby (in a location reasonably determined by Sublandlord), and in compliance with all applicable laws; provided, however, that any signage or plaque(s) installed by Subtenant pursuant to this Section 36 shall be removed and any damage repaired at Subtenant's sole cost and expense upon the Expiration Date or earlier termination of this Sublease; provided further that Subtenant acknowledges that to the extent required by the Overlease, Overlandlord's consent to one or more of the signs or plaques described herein may be necessary and Sublandlord shall have no liability if the Overlandlord fails or refuses to provide Overlandlord's consent.”

2.Real Estate Taxes. (a) Section 11(B) of the Sublease is hereby amended and modified to provide that as Additional Rent hereunder in respect of the 5^th Floor Premises and 7^th Floor Premises, for each Tax Year (as defined in the Sublease) commencing as of July 1, 2012 and continuing for the balance of the Term, Subtenant covenants and agrees to pay to Sublandlord, Subtenant's Percentage (as hereinafter defined) of the amount by which Taxes (as defined in the Overlease, provided that Taxes for the Base Year and any other Tax Year with respect to the 5^th Floor Premises and 7^th Floor Premises shall be computed as if there was no exemption due to the ICIP), exceeds Taxes for the time period from July 1, 2011 to and including June 30, 2012 (such time period referred to herein as the “Base Year” with respect to the 5^th Floor Premises and 7^th Floor Premises). For purposes of Section 11 (B) of the Sublease, the term “Subtenant's Percentage” with respect to Taxes for the 5^th Floor Premises and 7^th Floor Premises shall mean 9.74% percent of such Taxes.

(b)Section 11(B)(4) of the Sublease is hereby deleted with respect to

the 5^th Floor Premises and 7^th Floor Premises.

(c)With respect to the 6^th Floor Premises, Additional Rent shall be

paid in accordance with the terms and conditions of Section 3 of the Second Amendment, mutatis mutandis.

1.Furniture.Subtenant acknowledges that Sublandlord shall deliver

2.possession of the New Premises with the furniture identified on the furniture list attached as Exhibit B hereto (the “New Leased Furniture”), which New Leased Furniture shall be considered Leased Furniture under the Sublease in all respects. Sublandlord has not and does not now make any representations or warranties, express or implied, with regard to the New Leased Furniture and Subtenant agrees to accept same in its present “as is” condition. Subtenant shall not dismantle and/or remove the New Leased Furniture except with Sublandlord's prior written consent (and if such consent is so granted any dismantled and/or stored furniture shall be stored and insured as reasonably required by Sublandlord at Subtenant's cost and expense).

3.Security. (a) Section 29 of the Sublease (as amended to date) is hereby

4.amended and modified to provide that the security deposit shall be increased to One Million Two Hundred Sixty-Five Thousand Eighty-Nine and 33/100 Dollars ($1,265,089.33). Simultaneous with Subtenant's delivery of executed counterparts of this Amendment, Subtenant has delivered a clean, irrevocable standby letter of credit in such amount. Any replacement letter of credit shall be in the form of Exhibit C attached hereto and made a part hereof, issued by a bank reasonably satisfactory to Sublandlord, which for purposes hereof, shall include Wells Fargo Bank, N.A. Within three (3) days of receipt of the new letter of credit, Sublandlord shall return the replaced letter of credit for cancellation and such replaced letter of credit shall, upon replacement as set forth herein, thereafter be of no further force and effect (or a lost instrument affidavit/indemnity satisfactory to the issuing bank). Any replacement letter of credit shall have an expiration date no earlier than January 3, 2013 and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Sublandlord given by certified or registered mail, return receipt requested not less than sixty (60) days prior to the expiration thereof. Except as otherwise provided in Section 29 of the Sublease, Subtenant shall throughout the term of the Sublease deliver to Sublandlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a “Security Letter”) no later than thirty (30) days prior to the expiration date of the preceding Security Letter. Subtenant shall be obligated to reimburse Sublandlord for the reasonable attorneys' fees and disbursements of Sublandlord incurred in connection with Sublandlord's review of any replacement letter of credit, including any replacement provided pursuant to Section 7(b) below. If Subtenant shall fail to obtain any replacements of a Security Letter within the time limits set forth herein, Sublandlord may draw down the full amount of the existing Security Letter and retain the same as cash security hereunder as provided in Section 29 of the Sublease; provided, however, that Sublandlord shall endeavor to provide a written notice to Subtenant in the event Subtenant shall fail to timely replace same (and if sufficient time remains before the expiration of the subject Security Letter) and three (3) business days to cure such default after any such notice; provided further that the failure by Sublandlord to provide such a notice shall not be a condition precedent to Sublandlord drawing on such Security Letter.

(b)Notwithstanding anything contained in the Sublease to the contrary

(but subject to Section 7(c) below), the reduction of the security deposit previously set forth in

Section 29 is hereby modified to provide that in the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Sublease without being in default of any monetary or any material non-monetary obligation of Subtenant under the Sublease, then on the date that is thirty-six (36) months after the New Rent Commencement Date, Subtenant shall be entitled to a reduction of the Security Letter to an amount that is equal to five (5) monthly installments of Fixed Rent then payable with respect to the Subleased Premises.

(c)In the event Subtenant defaults in respect of any terms, provisions

and conditions of this Sublease, including, but not limited to the payment of Fixed Rent and/or Additional Rent and/or if Sublandlord draws down on the letter of credit provided by the Subtenant, Subtenant shall not be entitled to a reduction of the security and Section 7(b) above shall be null and void.

1.Surrender of the Additional Subleased Premises. Upon the Amendment Commencement Date, Subtenant shall quit and surrender to Sublandlord the Additional Subleased Premises, broom clean, in good order and condition (ordinary wear and tear excepted), free of its personal property and debris and otherwise in accordance with the terms of the Existing Sublease, including, but not limited to, Section 35 of the Original Sublease (as amended) and Section 7 of the Second Amendment; provided, however that notwithstanding anything to the contrary contained herein, Subtenant shall be obligated to surrender possession of the Additional Subleased Premises with all of the furniture referred to in Section 7 of the Second Amendment contained therein (and with all of the same in good working order). Notwithstanding anything contained herein to the contrary, and for the avoidance of doubt, Subtenant shall not be relieved of its obligation to pay Fixed Rent, Additional Rent or any other sums due under the Sublease in respect of the Additional Subleased Premises unless and until Subtenant has surrendered possession of the Additional Subleased Premises in the condition required pursuant to this Section 8.

2.Confidentiality. From and after the Amendment Commencement Date, Subtenant acknowledges that all terms and conditions of this Amendment and the Sublease and any other information relating to the same (the “Confidential Information”) is proprietary information of Sublandlord and that Subtenant is to maintain the confidentiality of the same. Subtenant hereby agrees to use its best efforts to keep any Confidential Information contained in this Amendment and the Sublease confidential; provided, however, that Subtenant may disclose such information if (i) Sublandlord gives its written prior consent to such disclosure or (ii) Subtenant is required to disclose any portion of the Confidential Information under the terms of a subpoena or other order issued by a Court of competent jurisdiction or by another governmental authority. Notwithstanding anything contained herein to the contrary, Subtenant may disclose Confidential Information to its accountants and counsel and may publicly file this Amendment and/or the Existing Sublease with the SEC to the extent such filing is required by applicable securities laws.

3.Brokerage. (a) Subtenant represents and warrants to Sublandlord that Subtenant has not dealt with any broker, finder or like agent in connection with this Amendment other than Newmark Knight Frank. Subtenant does hereby indemnify and hold Sublandlord harmless of and from any and all loss, costs, damage, liability or expense (including, without

limitation, reasonable attorneys' fees and disbursements) which Sublandlord may incur by reason of any claim asserted against Sublandlord by any broker, finder or like agent other than Newmark Knight Frank, claiming to have dealt with Subtenant in connection with this Amendment. For the avoidance of doubt, Sublandlord shall be responsible for paying any broker's fee due to Newmark Knight Frank in connection with this Amendment.

(b)The provisions of this Section 10 shall survive the expiration or

sooner termination of the Sublease.

1.Authorization. Sublandlord and Subtenant represent and warrant that the execution and delivery of this Amendment has been duly authorized and that the individual executing this Amendment on behalf of Sublandlord and Subtenant, respectively, has been duly authorized to do so. Sublandlord and Subtenant represent and warrant that no other action or approval is required with respect to this transaction.

2.THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AMENDMENT OR THE EXISTING SUBLEASE OR THE INTERPRETATION THEREOF, THE RELATIONSHIP OF SUBLANDLORD AND SUBTENANT, SUBTENANT'S USE OR OCCUPANCY OF THE SUBLEASED PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

3.Governing Law; Jurisdiction.This terms and provisions of this

4.Amendment and the Sublease and the rights and obligations of the parties pursuant thereto shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York pursuant to §5-1401 of the New York General Obligations Law and otherwise without regard to principles of conflict of laws. All disputes arising out of or relating to this Amendment or the Sublease and all actions to enforce this Amendment or the Sublease shall be adjudicated in the state courts of New York or the federal courts, in each case, sitting in the City, County and State of New York and Subtenant hereby irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding arising out of or relating to this Amendment or the Sublease or in any action to enforce the Sublease.

5.Not Binding Until Executed. This Amendment shall not be binding on or enforceable against the parties hereto unless and until each party shall have executed and delivered to the other an executed counterpart or counterparts of this Amendment.

6.Ratification; Full Force and Effect of Existing Sublease. Except as modified by this Amendment, the Existing Sublease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.

7.Modification of Existing Sublease. The Existing Sublease is hereby amended, modified and supplemented so that any reference therein to the “Sublease” shall refer

to the Existing Sublease, as amended, modified or supplemented by this Amendment, as the same may be further amended, modified, or supplemented from time to time.

1.Prohibited Person. As an inducement to Sublandlord to enter into this Amendment, Subtenant hereby represents and warrants that: (i) Subtenant is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”) pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the President of the United States as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Subtenant is not (nor is it owned or controlled, directly or indirectly, by any person, group entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) from and after the effective date of the above-referenced Executive Order, Subtenant (and any person, group, or entity which Subtenant controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (as amended from time to time and any like successor act, the “USA PATRIOT Act”) or any OFAC rule or regulation, including, without limitation, any assignment of the Sublease or any sub-subletting of (or occupancy of) all or any portion of the Subleased Premises or the making or receiving of any contribution of funds, goods or services to or for the benefit of a Prohibited Person in violation of the USA PATRIOT Act or any OFAC rule or regulation. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this Section 16 shall be continuing in nature and shall survive the expiration or earlier termination of this Lease.

2.Entire Agreement.The Existing Sublease, as amended by this

3.Amendment, constitutes the entire understanding between the parties hereto with respect to the Subleased Premises and may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

4.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature of a party to this Amendment delivered to the other party to this Amendment electronically, via facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be deemed (i) as an original signature and fully effective as such for all purposes and (ii) such party's agreement to thereafter promptly deliver to the other party a manually executed original counterpart of such signature.

[SIGNATURES ON THE FOLLOWING PAGE.]

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

SUBLANDLORD:

LIVE NATION WORLDWIDE, INC., F/K/A SFX ENTERTAINMENT, INC.

By: /s/ James Tucker

Name: James Tucker

Title: SVP Legal Affairs

SUBTENANT:

EXCELSIOR RADIO NETWORKS, LLC

By: /

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

SUBLANDLORD:

LIVE NATION WORLDWIDE, INC., F/K/A SFX ENTERTAINMENT, INC.

By:

Name: Title:

SUBTENANT:

EXCELSIOR RADIO NETWORKS, LLC

By:/s/ Hiram Lazar

Name: Hiram Lazar

Title: Chief Financial Officer

Exhibits intentionally omitted

FOURTH AMENDMENT TO SUBLEASE

THIS FOURTH AMENDMENT TO SUBLEASE (this “Amendment”), made as of the 8^th day of March, 2012 (the “Amendment Commencement Date”), by and between LIVE NATION WORLDWIDE, INC., F/K/A SFX ENTERTAINMENT, INC., a Delaware corporation, having an address at 220 West 42^nd Street, New York, New York 10036 (“Sublandlord”), and EXCELSIOR RADIO NETWORKS, LLC, a Delaware limited liability company, as successor by conversion to EXCELSIOR RADIO NETWORKS, INC., a Delaware corporation, having an address at 220 West 42^nd Street, New York, New York 10036 (“Subtenant”).

W I T N E S S E T H:

A.WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease dated as of November 1, 2004, as amended by a Letter Agreement dated January 14, 2005, an Amendment of Sublease dated March 31, 2005, an Amendment of Sublease and Guaranty dated November 10, 2005, and a Letter Agreement dated November 10, 2005 (as so amended, collectively, the “Original Sublease”), which Original Sublease provided for the subletting to Subtenant of those certain premises consisting of the entire 3^rd floor and a portion of the 4^th floor (the “Original Subleased Premises”) of the building located at 220 West 42nd Street, New York, New York (the “Building”);

B.WHEREAS, Sublandlord and Subtenant further amended the Original Sublease by a certain Second Amendment to Sublease dated as of July 30, 2008 (the “Second Amendment”); the Original Sublease as amended by the Second Amendment, collectively, the “Interim Sublease”) to provide for the subletting to Subtenant of the entire 14^th floor of the Building (the “Additional Subleased Premises”);

C.WHEREAS, Sublandlord and Subtenant further amended the Interim Sublease pursuant to a certain Third Amendment to Sublease dated as of January 27, 2012 (the “Third Amendment”; the Interim Sublease as amended by the Third Amendment, collectively, the “Existing Sublease”) to provide for the subletting to Subtenant of the 5^th Floor Premises, the 6th Floor Premises and 7^th Floor Premises (each as defined in the Third Amendment, and with the Original Subleased Premises, collectively, the “Existing Subleased Premises”) and the contemporaneous surrender of the Additional Subleased Premises; and

D.WHEREAS, Sublandlord and Subtenant now desire to further modify and amend the Existing Sublease to provide for the temporary use of the entire rentable area (exclusive of common areas and building system areas, shaftways and similar areas which do not constitute rentable areas) by Subtenant of the 14^th Floor (the floor plan for which is attached hereto as Exhibit A) and 16^th Floor (the floor plan for which is attached hereto as Exhibit B) of the Building (collectively, the “Temporary Premises”) and to otherwise modify, amend and supplement the Existing Sublease as more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and the sum of Ten Dollars ($10.00), and for other good and valuable consideration, the mutual

receipt and legal sufficiency of which are hereby acknowledged, Sublandlord and Subtenant, for themselves, their legal representatives, successors and/or assigns, hereby agree as follows:

1.Definitions. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to them in the Existing Sublease. Where appropriate in context, from and after the full execution and delivery of this Amendment, references to the “Sublease” shall mean the Existing Sublease as amended by this Amendment.

2.Demise of Temporary Premises; Term; Rent. (a) Except as otherwise set forth in this Section 2, and subject to the provisions of Section 3(a), the remaining terms of the Existing Sublease, as amended hereby, shall apply to the Temporary Premises:

(i)Effective as of April 1, 2012, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord the Temporary Premises; and for the duration of the Temporary Premises Term (as defined below), the Temporary Premises shall be deemed to be a part of the Subleased Premises. Commencing on April 1, 2012 and continuing until September 30, 2012 (such six-month time period, the “Temporary Premises Term”), the Temporary Premises shall be added to and form a part of the Subleased Premises with the same force and effect as if originally demised under the Existing Sublease, except as otherwise expressly set forth to the contrary herein.

(ii)Subject to Section 2(b) hereof, on April 1, 2012, Sublandlord shall deliver possession of the Temporary Premises in their “as is” condition and broom clean (but with the Temporary Premises Furniture (as hereinafter defined) remaining therein). Subtenant acknowledges and agrees that it is leasing the Temporary Premises “as is” and that Sublandlord is not required to perform any work or expend any monies in connection with the Temporary Premises. Subtenant is not relying on any representations, warranties or promises of Sublandlord as to the condition of the Temporary Premises.

(iii)The Fixed Rent reserved and payable for the Temporary Premises for the Temporary Premises Term on a “gross rent basis” shall be $925,678.00, payable in advance on the first day of each calendar month commencing on April 1, 2012, in equal monthly installments of $154,279.66 each and otherwise in accordance with the provisions of the Sublease.

(iv)During the Temporary Premises Term there shall be no escalation rent or electrical inclusive factor rent due with respect to the Temporary Premises.

(v)Tenant shall comply with the terms of Section 37 of the Original Sublease for the surrender of the Temporary Premises upon the expiration of the Temporary Premises Term as though it were the end of the Term and such Section 37 shall apply if Subtenant shall fail to timely vacate the Temporary Premises.

(vi)Electricity shall be provided to the Temporary Premises in accordance with the Existing Sublease. In no event shall the Temporary Premises have, or shall Subtenant use, a demand electrical load in excess of that load presently provided for pursuant to the Existing Sublease.

(b) In the event Sublandlord is unable to deliver possession of the Temporary Premises to Subtenant on April 1, 2012 because of the holding over or retention of possession of any tenant, undertenant or occupant or for any other reason, (i) Sublandlord shall not be subject to any liability for failure to deliver possession on said date, (ii) the validity of the Existing Sublease shall not be impaired under such circumstances, nor give rise to any claim for damages or rescission and (iii) Subtenant expressly waives any right to rescind the Existing Sublease under Section 223-a of the New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to recover any damages, direct or indirect, which may result from Sublandlord's failure to deliver possession of the Temporary Premises on April 1, 2012. Subtenant agrees that the provisions of this Section are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a.

(c) Notwithstanding anything to the contrary contained in the Existing Sublease, Subtenant shall not be entitled to any free rent, rent abatement, other rent concession or other concession with respect to the Temporary Premises.

3.Tenant's Work Allowance.

(a)So long as (and solely on the condition that) Subtenant shall deliver the Temporary Premises Security Letter (as hereinafter defined; which, for the avoidance of doubt must be in form and substance and from an issuing bank satisfactory to Sublandlord) on or before March 29, 2012, Sublandlord shall contribute an amount not to exceed $500,000.00 (the “Existing Subleased Premises Fund”) toward (i) the “hard” costs of the initial alterations to the Subleased Premises (excluding, for the avoidance of doubt, the Temporary Premises) to the extent such alterations are approved by Sublandlord pursuant to the terms of the Sublease (or permitted without Sublandlord approval pursuant to the Sublease), and (ii) “soft” costs relating to such alterations including, without limitation, architect's and engineering fees, furniture reconfiguration fees, permit fees, expediter's fees and designers' fees incurred in connection with such alterations; provided, however, that in no event shall the portion of the Existing Subleased Premises Fund to be funded pursuant to the foregoing clause (ii) exceed 50% of the Existing Subleased Premises Fund.

(b)From and after April 15, 2012, Sublandlord shall disburse a portion of the Existing Subleased Premises Fund to Subtenant from time to time, within thirty (30) days after receipt of the items set forth in Section 3(c) hereof, provided that on the date of a request and on the date of disbursement from the Existing Subleased Premises Fund no default shall have occurred and be continuing with respect to the payment of Fixed Rent pursuant to Section 2(a)(iii) hereof. Disbursements from the Existing Subleased Premises Fund shall not be made more frequently than monthly, and shall be in an amount equal to the aggregate amounts theretofore paid or payable (as certified by the Chief Financial Officer, Chief Accounting Officer or Chief Administrative Officer) to Subtenant's contractors, subcontractors and materialmen and which amounts have not been the subject of a previous disbursement from the Existing Subleased Premises Fund; provided, however, that in no event shall disbursements of the Existing Subleased Premises Fund to exceed $500,000.00.

(c)Sublandlord's obligation to make disbursements from the Existing Subleased Premises Fund shall be subject to Sublandlord's reasonable verification of costs incurred with respect to the initial alterations and receipt of: (i) a request for such disbursement from Subtenant signed by the Chief Financial Officer, Chief Accounting Officer or Chief Administrative Officer of Subtenant, together with the certification required by Section 3(b) hereof, (ii) copies of all receipts, invoices and bills for the work and materials furnished in connection with the initial alterations and incorporated in the Existing Subleased Premises which are to be paid from the requested disbursement or which have been paid by Subtenant and for which Subtenant is seeking reimbursement, (iii) only if requested by Sublandlord in writing, copies of all contracts, work orders, change orders and other materials relating to the work or materials which are the subject of the requested disbursement or reimbursement, and (iv) if requested by Sublandlord, waivers of lien for the portion of the work for which reimbursement is sought from all contractors, subcontractors and materialmen involved in the performance of the initial alterations relating to the portion of the initial alterations theretofore performed and materials theretofore provided and for which previous disbursements and/or the requested disbursement has been or is to be made (except to the extent such waivers of lien were previously furnished to Sublandlord upon a prior request), to the extent such waivers may be lawfully given.

(d) It is expressly understood and agreed that Subtenant shall complete, at its sole cost and expense, the initial alterations, whether or not the applicable Existing Subleased Premises Fund is sufficient to fund such completion. Any costs to complete the initial alterations in excess of the applicable Existing Subleased Premises Fund shall be the sole responsibility and obligation of Subtenant.

(e) Within sixty (60) days after completion of the initial alterations, Subtenant shall deliver to Sublandlord general releases and waivers of lien from all contractors, subcontractors and materialmen involved in the performance of the initial alterations and the materials furnished in connection therewith (unless same previously were furnished pursuant to Section 7(c) hereof), and a certificate from Subtenant's independent licensed architect certifying that (i) in his or her opinion the initial alterations have been performed in a good and workmanlike manner and completed in accordance with the final detailed plans and specifications for such initial alterations as approved by Sublandlord and (ii) all contractors, subcontractors and materialmen have been paid for the initial alterations and materials furnished through such date. As soon as reasonably practicable after the completion of the work, but in no event later than thirty (30) days after the last disbursement on account of the Existing Subleased Premises Fund (subject to extension due to causes beyond Subtenant's reasonable control), Subtenant shall deliver to Sublandlord proof (in form reasonably satisfactory to Sublandlord) that the conditions of all required permits and alteration permits or applications with respect to the alterations to the Existing Subleased Premises have been satisfied, and, to the extent necessary, inspected by relevant governmental departments or agencies or “self-certified” by Subtenant's architect or engineer (if permitted by applicable laws, rules and regulations) and the Department of Buildings has provided its “signed-off” with respect to the work (such as by means of a Department of Buildings letter of completion).

4.Furniture.Subtenant acknowledges that Sublandlord shall deliver

possession of the Temporary Premises with the furniture presently existing on the 14^th Floor (as

inventoried in the Second Amendment) and, with respect to the 16^th Floor, as identified on the furniture list attached as Exhibit C hereto (collectively, the “Temporary Premises Furniture”), which Temporary Premises Furniture shall be considered Leased Furniture under the Sublease in all respects. Sublandlord has not and does not now make any representations or warranties, express or implied, with regard to the Temporary Premises Furniture and Subtenant agrees to accept same in its present “as is” condition. Subtenant shall not dismantle and/or remove the Temporary Premises Furniture except with Sublandlord's prior written consent (and if such consent is so granted any dismantled and/or stored furniture shall be stored and insured as reasonably required by Sublandlord at Subtenant's cost and expense). Notwithstanding anything to the contrary contained herein or in the Existing Sublease, at the end of the Temporary Premises Term, Subtenant will surrender possession of the Temporary with the Temporary Premises Furniture in its condition as of the beginning of the Temporary Premises Term (subject to normal wear and tear).

5.Security. (a) Section 29 of the Sublease (as amended to date) is hereby

further amended and modified to provide that the security deposit shall be increased by an additional Five Hundred Thousand and 00/100 Dollars ($500,000.00). Contemporaneous with Subtenant's delivery of executed counterparts of this Amendment, Subtenant shall deliver a clean, irrevocable standby letter of credit in such amount (which letter of credit is in addition to and not in limitation of the Security Letter delivered contemporaneously with the execution and delivery of the Third Amendment). Subtenant shall throughout Temporary Premises Term of the Sublease deliver to Sublandlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a “Temporary Premises Security Letter”) no later than thirty (30) days prior to the expiration date of the preceding Temporary Premises Security Letter. Subtenant shall be obligated to reimburse Sublandlord for the reasonable attorneys' fees and disbursements of Sublandlord incurred in connection with Sublandlord's review of any replacement letter of credit. If Subtenant shall fail to obtain any replacements of a Temporary Premises Security Letter within the time limits set forth herein, Sublandlord may draw down the full amount of the existing Security Letter and retain the same as cash security hereunder as provided in Section 29 of the Sublease; provided, however, that Sublandlord shall endeavor to provide a written notice to Subtenant in the event Subtenant shall fail to timely replace same (and if sufficient time remains before the expiration of the subject Security Letter) and three (3) business days to cure such default after any such notice; providedfurther that the failure by Sublandlord to provide such a notice shall not be a condition precedent to Sublandlord drawing on such Temporary Premises Security Letter.

(b) The initial term of the Temporary Premises Security Letter shall end no earlier than December 31, 2012.

(c) In the event Subtenant fully and faithfully performs its obligations with respect to the Temporary Premises, including, without limitation, timely vacating the Temporary Premises in the condition required (and with the Temporary Premises Furniture therein and in the condition required) on or before September 30, 2012 and timely and fully paying all rent due with respect to the Temporary Premises, Subtenant shall be entitled to the return and cancellation of the Temporary Premises Security Letter.

(d)In the event Subtenant defaults in respect of any material monetary

terms or conditions of the Sublease relating to the Temporary Premises, including, but not limited to the payment of Fixed Rent and/or Additional Rent and/or if Sublandlord draws down on the Temporary Premises Security Letter, Subtenant shall not be entitled to a return of the security and Section 5(c) above shall be null and void.

6.     Confidentiality. Subtenant acknowledges that all terms and conditions of this Amendment and the Sublease and any other information relating to the same (the “Confidential Information”) is proprietary information of Sublandlord and that Subtenant is to maintain the confidentiality of the same. Subtenant hereby agrees to use its best efforts to keep any Confidential Information contained in this Amendment and the Sublease confidential; provided, however, that Subtenant may disclose such information if (i) Sublandlord gives its written prior consent to such disclosure or (ii) Subtenant is required to disclose any portion of the Confidential Information under the terms of a subpoena or other order issued by a Court of competent jurisdiction or by another governmental authority. Notwithstanding anything contained herein to the contrary, Subtenant may disclose Confidential Information to its accountants and counsel and may publicly file this Amendment and/or the Existing Sublease with the SEC to the extent such filing is required by applicable securities laws.

7.    Brokerage. (a) Subtenant represents and warrants to Sublandlord that Subtenant has not dealt with any broker, finder or like agent in connection with this Amendment other than Newmark Knight Frank. Subtenant does hereby indemnify and hold Sublandlord harmless of and from any and all loss, costs, damage, liability or expense (including, without limitation, reasonable attorneys' fees and disbursements) which Sublandlord may incur by reason of any claim asserted against Sublandlord by any broker, finder or like agent other than Newmark Knight Frank, claiming to have dealt with Subtenant in connection with this Amendment. For the avoidance of doubt, Sublandlord shall be responsible for paying any broker's fee due to Newmark Knight Frank in connection with this Amendment.

(b)The provisions of this Section 7 shall survive the expiration or

sooner termination of the Sublease.

8.     Authorization. Sublandlord and Subtenant represent and warrant that the execution and delivery of this Amendment has been duly authorized and that the individual executing this Amendment on behalf of Sublandlord and Subtenant, respectively, has been duly authorized to do so. Sublandlord and Subtenant represent and warrant that no other action or approval is required with respect to this transaction.

9.    Waiver of Trial by Jury. THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AMENDMENT OR THE EXISTING SUBLEASE OR THE INTERPRETATION THEREOF, THE RELATIONSHIP OF SUBLANDLORD AND SUBTENANT, SUBTENANT'S USE OR OCCUPANCY OF THE SUBLEASED PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

10.    Governing Law; Jurisdiction.This terms and provisions of this Amendment and the Sublease and the rights and obligations of the parties pursuant thereto shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York pursuant to §5-1401 of the New York General Obligations Law and otherwise without regard to principles of conflict of laws. All disputes arising out of or relating to this Amendment or the Sublease and all actions to enforce this Amendment or the Sublease shall be adjudicated in the state courts of New York or the federal courts, in each case, sitting in the City, County and State of New York and Subtenant hereby irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding arising out of or relating to this Amendment or the Sublease or in any action to enforce the Sublease.

11    Not Binding Until Executed. This Amendment shall not be binding on or enforceable against the parties hereto unless and until each party shall have executed and delivered to the other an executed counterpart or counterparts of this Amendment.

12    Ratification; Full Force and Effect of Existing Sublease. Except as modified by this Amendment, the Existing Sublease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.

13    Modification of Existing Sublease. The Existing Sublease is hereby amended, modified and supplemented so that any reference therein to the “Sublease” shall refer to the Existing Sublease, as amended, modified or supplemented by this Amendment, as the same may be further amended, modified, or supplemented from time to time.

14    Prohibited Person. As an inducement to Sublandlord to enter into this Amendment, Subtenant hereby represents and warrants that: (i) Subtenant is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”) pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the President of the United States as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Subtenant is not (nor is it owned or controlled, directly or indirectly, by any person, group entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) from and after the effective date of the above-referenced Executive Order, Subtenant (and any person, group, or entity which Subtenant controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (as amended from time to time and any like successor act, the “USA PATRIOT Act”) or any OFAC rule or regulation, including, without limitation, any assignment of the Sublease or any sub-subletting of (or occupancy of) all or any portion of the Subleased Premises or the making or receiving of any contribution of funds, goods or services to or for the benefit of a Prohibited Person in violation of the USA PATRIOT Act or any OFAC rule or regulation. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this

Section 14 shall be continuing in nature and shall survive the expiration or earlier termination of the Sublease (as the same may be hereinafter amended).

15    Access. At reasonable times and on reasonable notice (and, at Sublandlord's election with a representative of Sublandlord present) after the delivery of the original Temporary Premises Security Letter to Sublandlord, but subject to the rights of third party subtenants on floors other than the floors of the Temporary Premises, Subtenant shall be provided with reasonable access to the utility closets necessary to install customary communications and/or computer cables in order to operate its business from the Temporary Premises (which cabling is to be removed by Subtenant at the end of the Temporary Premises Term).

16    Entire Agreement. The Existing Sublease, as amended by this Amendment, constitutes the entire understanding between the parties hereto with respect to the Subleased Premises and may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

17    Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature of a party to this Amendment delivered to the other party to this Amendment electronically, via facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be deemed (i) as an original signature and fully effective as such for all purposes and (ii) such party's agreement to thereafter promptly deliver to the other party a manually executed original counterpart of such signature.

[SIGNATURES ON THE FOLLOWING PAGE.]

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

SUBLANDLORD:

LIVE NATION WORLDWIDE, INC., F/K/A SFX ENTERTAINMENT, INC.

By: /s/Kathy Willard

Name: Kathy Willard

Title: EVP Chief Financial Officer

SUBTENANT:

EXCELSIOR RADIO NETWORKS, LLC

By:

Name: Title:

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

SUBLANDLORD:

LIVE NATION WORLDWIDE, INC., F/K/A SFX ENTERTAINMENT, INC.

By:

Name:Title:

SUBTENANT:

EXCELSIOR RADIO NETWORKS, LLC

By: /s/ Hiram Lazar

Name:Hiram Lazar

Title: Chief Financial Officer

Exhibits intentionally omitted

EX-14.1

Exhibit 14.1

CODE OF ETHICS OF DIAL GLOBAL, INC.

(amended and restated October 21, 2011)

The purpose of this Code of Ethics (this “Code”) This Code is intended to constitute a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and a “code of conduct” within the meaning of the listing standards of the NASDAQ Stock Market. of Dial Global, Inc. (“Dial Global” or the “Company”) is to deter wrongdoing and to promote:

(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(ii) compliance with applicable governmental laws, rules and regulations;

(iii) the prompt internal reporting of violations of this Code; and

(iv) accountability for adherence to this Code.

This Code applies to:

(i) Dial Global's principal executive officer, principal financial officer, and principal accounting officer or controller, or any person performing similar functions (collectively, the “Senior Financial Officers”), and

(ii) all other officers and employees of Dial Global and members of Dial Global's Board of Directors (such persons, together with the Senior Financial Officers, the “Covered Persons”),

each of whom are expected to adhere to the principles and procedures set forth in this Code that apply to them.

Failure to comply with this Code, or to report a violation, may result in disciplinary actions, including, without limitation, warnings, suspensions, termination of employment or such other actions as may be appropriate under the circumstances.

This Code shall be the code of ethics adopted by Dial Global for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to it thereunder.

Compliance With Laws, Rules and Regulations

Covered Persons are required to comply with the laws, rules and regulations that govern the conduct of Dial Global's business and to report any suspected violations in accordance with the section below entitled “Compliance With the Code.”

If you have any questions regarding proper conduct, you should consult with Melissa Garza of the Legal Department before taking any action.

1 This Code is intended to constitute a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and a “code of conduct” within the meaning of the listing standards of the NASDAQ Stock Market.

Conflicts of Interest

A “conflict of interest” occurs when a Covered Person's personal or private interest improperly interferes with the interests of Dial Global. Personal conflicts of interest are prohibited as a matter of Company policy, unless they have been approved by Dial Global.

Some of the Covered Persons may also be employees, officers and/or investors of Gores Radio Holdings, LLC, The Gores Group, LLC, Glendon Partners, Inc. or their affiliates (collectively, the “Gores Stockholder”) or of Triton Media Group, LLC, Oaktree Capital Management, L.P. or their affiliates (collectively, the “Oaktree Stockholder” and together with the Gores Stockholder, the “Controlling Stockholders”).

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the relationship between Dial Global, the Controlling Stockholder and/or Covered Persons that are officers, employees, managers and/or directors of more than one of such entities (including, without limitation, the relationship between certain members of the Board of Directors of the Company who are employees, officers or investors of the Controlling Stockholder or certain officers of the Company who are investors in affiliates of the Controlling Stockholder). As a result, this Code recognizes that such Covered Persons will, in the normal course of their duties (whether for Dial Global or the Controlling Stockholder), be involved in establishing policies and implementing decisions that will have different effects on Dial Global and the Controlling Stockholder. The participation of the Covered Persons in such activities is inherent in the relationship between Dial Global and the Controlling Stockholder and is consistent with the performance by the Covered Persons of their duties as officers, employees and/or directors of Dial Global. Thus, such activities (including ownership of any interest in the Controlling Stockholder or its affiliates) will be deemed to not constitute a “conflict of interest” for purposes of this Code.

In particular, the Controlling Stockholder may perform certain consulting services for Dial Global. Payments by Dial Global or any of its subsidiaries for such services will be deemed to not constitute a “conflict of interest” for purposes of this Code.

Each Covered Person should engage in and promote honest and ethical conduct, including in their handling of actual or apparent conflicts of interest between personal and professional relationships.

Public Disclosure

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that Dial Global files with, or submits to, the Securities and Exchange Commission and all other governmental, quasi-governmental and self-regulatory bodies and in all other public communications made by Dial Global. As a Covered Person, you are required to promote compliance with this Code and to abide by Company standards, policies and procedures designed to promote compliance with this Code.

Waivers of Code of Ethics

From time to time, Dial Global may waive certain provisions of this Code. Any Covered Person who believes that a waiver may be called for should discuss the matter with Melissa Garza

of the Legal Department or the Chairman of the Audit Committee. Amendments to and waivers of this Code will be publicly disclosed as required by applicable law and regulations. In particular, waivers for executive officers or directors may be made only by the Board of Directors, and must be promptly disclosed in a Form 8-K within four business days in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934.

Compliance with Code

If you know of or suspect a violation of applicable laws, rules or regulations or this Code, you must immediately report that information to Melissa Garza of the Legal Department or any member of the Board of Directors. No one will be subject to retaliation because of a good faith report of a suspected violation.

Violations of this Code may result in disciplinary action, up to and including discharge. The Board of Directors shall determine, or shall designate appropriate persons to determine, appropriate action in response to violations of this Code.

No Rights Created

This Code is a statement of certain fundamental principles and policies and procedures that govern the Covered Persons in the conduct of Dial Global's business. It is not intended to and does not create any rights in any employee, supplier, competitor, stockholder, portfolio company or any other person or entity.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Legal Department and the Board of Directors and its counsel and the Controlling Stockholder and its counsel.

CERTIFICATION

I hereby certify that I have received and read the Code of Ethics for Dial Global and that I understand its contents. I agree to comply with the standards, policies and procedures contained in the Code of Ethics and any related policies and procedures. I further certify that, except as noted below, I am otherwise in full compliance with the Code of Ethics and any related policies and procedures.

________________________________

Printed Name

________________________________

Signature

________________________________

Date

Exceptions (continue on additional pages if necessary):

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

EX-21

EXHIBIT 21
DIAL GLOBAL, INC. AND SUBSIDIARIES
COMPANY NAME	STATE OF INCORPORATION
Dial Global, Inc.	Delaware
American Comedy Network, LLC	Colorado
DG Radio Networks, LLC	Colorado
Dial Communications Global Media, LLC	Delaware
EXBT, LLC	Delaware
Excelsior Media Networks, LLC	Colorado
Excelsior Media America, Inc.	New York
Excelsior Network Group, LLC	Colorado
Excelsior Radio Holdings, LLC	Colorado
Excelsior Radio Network Ventures, LLC	Colorado
Excelsior Radio Networks, LLC	Delaware
ExcelsiorTM, Inc.	Delaware
GoRadio, LLC	Delaware
JPN, LLC	Colorado
RDG Excelsior Holdings, LLC	Delaware
Verge Media Companies, LLC	Delaware
Verge Media Group Holdings, Inc.	Delaware
Verge Media Intermediate Holdings, Inc.	Delaware
Verge Media Solutions, LLC	Delaware
Verge Media, Inc.	Delaware
Westwood National Radio Corporation	Delaware
Westwood One Properties, Inc.	Delaware
Westwood One Radio Networks, Inc.	Delaware
Westwood One Radio, Inc.	California
Westwood One Stations-NYC, Inc.	Delaware

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-178701) pertaining to the 2011 Stock Option Plan of Dial Global, Inc. of our report dated March 30, 2012, with respect to the consolidated financial statements and schedule of Dial Global, Inc. in this Annual Report (Form 10-K) for the year ended December 31, 2011.

/s/ Ernst & Young LLP

New York, New York

March 30, 2012

EX-31.1

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Spencer L. Brown, Co-Chief Executive Officer and Principal Executive Officer, certify that:

(1) I have reviewed this annual report on Form 10-K of Dial Global, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/ SPENCER L. BROWN

Spencer L. Brown

Co-Chief Executive Officer and Principal Executive Officer

March 30, 2012

EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Hiram M. Lazar, Chief Financial Officer, certify that:

(1) I have reviewed this annual report on Form 10-K of Dial Global, Inc.;

(2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/ HIRAM M. LAZAR

Hiram M. Lazar

Chief Financial Officer

March 30, 2012

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 0F THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Dial Global, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Spencer L. Brown, Co-Chief Executive Officer and Principal Executive Officer of the Company, certify that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ SPENCER L. BROWN

Spencer L. Brown

Co-Chief Executive Officer and Principal Executive Officer

March 30, 2012

This statement is being furnished to the Securities and Exchange Commission as an exhibit to this Annual Report on Form 10-K.

A signed original of this written statement required by Section 906 has been provided to Dial Global, Inc. and will be retained by Dial Global, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 0F THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Dial Global, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Hiram M. Lazar, Chief Financial Officer of the Company, certify that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ HIRAM M. LAZAR

Hiram M. Lazar

Chief Financial Officer

March 30, 2012

This statement is being furnished to the Securities and Exchange Commission as an exhibit to this Annual Report on Form 10-K.

A signed original of this written statement required by Section 906 has been provided to Dial Global, Inc. and will be retained by Dial Global, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Acquisitions

12 Months Ended

Dec. 31, 2011

Acquisitions [Abstract]

Business Combination Disclosure [Text Block]

Acquisitions

We entered into the following business combinations during 2011 and 2010 to complement our existing lines of Radio business. Transaction costs associated with these business combinations are included in operating expenses in the consolidated statements of operations.

Westwood One, Inc.

On October 21, 2011, we announced the Merger contemplated by the Merger Agreement, dated as of July 30, 2011, by and among Westwood, Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC, "Merger Sub"), and Verge. Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company.

Pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. In connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. Westwood issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of common stock of Westwood on a fully diluted basis. In connection with the Merger, Westwood also issued 9,691.374 shares of Series A Preferred Stock (the “Series A Preferred Stock") to Verge stockholders, in accordance with the Merger Agreement. The consideration exchanged for the Merger totaled $102,379, which is comprised of the market value as of the Merger Date of Westwood's Class A Common Stock of $81,830, the market value of Series A Preferred Stock of $9,691 (calculated by multiplying the number of such preferred shares by the liquidation preference of $1,000 per share), the fair value of the assumed Westwood stock options and RSUs of $1,178 and the purchase accounting consideration exchanged in Verge's purchase of the 24/7 Formats business ("24/7 Formats") of $9,680 (see chart below).

In addition, Westwood, Gores and Triton entered into the Indemnity and Contribution Agreement, dated as of July 30, 2011 and amended on October 21, 2011, whereby under certain circumstances and subject to certain limitations, Triton Media agreed to indemnify Westwood if Westwood suffers any losses arising from or directly related to the Digital Services business, and Gores agreed to indemnify Triton Media if Westwood suffers any losses arising from or directly related to Westwood's sale of its Metro Traffic Business.

The goodwill recorded represents the future economic benefits expected to arise that could not be identified and separately recognized. The goodwill is not deductible for tax purposes.

As part of the Merger, the pre-Merger debt of Westwood and Verge was paid and we, as borrower and guarantor, entered into new credit facilities (described in Note 9 — Debt) that included term loans, revolving credit facilities and paid-in-kind ("PIK") notes.

On July 29, 2011, just prior to the announcement of the Merger, Verge exercised an option it held to purchase the 24/7 Formats that it had previously managed and operated pursuant to a Management Agreement with Westwood. Verge paid $4,730 for the 24/7 Formats. This pre-existing relationship is subject to ASC 805 - Business Combinations and to the extent such amount is representative of a favorable or unfavorable settlement of a pre-existing relationship, we would recognize a gain or loss as of the date of the Merger. As such, we recognized a gain of $4,950 related to the 24/7 Formats purchase.

As a result of the Merger, our operating results include the operations of the Westwood business from the closing date of the Merger to December 31, 2011. The Westwood business contributed $36,735 and $4,277 in revenue and operating loss for the year ended December 31, 2011, respectively.

Consideration Transferred
Westwood closing price per share on October 21, 2011	3.61
Fair value of 22,667,591 shares of common stock of Westwood	$	81,830
Fair value of prior service for assumed stock options and RSUs	1,178
Fair value of Series A Preferred Stock issued	9,691
Fair value of 24/7 Formats acquisition (including $4,950 gain from the 24/7 Formats purchase)	9,680
	$	102,379

The preliminary purchase price for Westwood was allocated as follows:

Cash and cash equivalents	$	3,112
Accounts receivable	39,500
Prepaid and other assets	5,613
Property and equipment	22,938
Other assets	5,780
Long-term debt	(45,146		)
Accounts payable	(5,820		)
Accrued and other current liabilities	(27,233		)
Other liabilities	(19,528		)
Deferred tax liability	(32,158		)
Fair value of net assets acquired	(52,942		)
Intangible assets	69,177
Goodwill	86,144
Total Purchase Price	$	102,379

Included in the Merger related property and equipment and other liabilities are land, building and debt related to a sale leaseback transaction that did not qualify for sales recognition of our Culver City properties.  Pursuant to the lease, the remaining term of the lease is nine years with two five year renewal options. We are responsible for required repairs, replacements and improvements and have issued a letter of credit for $219 (the equivalent of three months base rent) in lieu of a security deposit.  The building is depreciated over its estimated remaining economic life of 35 years and the debt principal is reduced by the monthly rental payments using the effective interest method whereby a portion of the lease payment is recorded to interest expense and the remaining to reduce the principal. The preliminary purchase accounting allocations have been recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date.

The following unaudited pro forma financial summary for the years ended December 31, 2011 and 2010 gives effect to the Merger and the resultant acquisition accounting and assume the Merger had occurred as of January 1, 2011 and 2010. The adjustments include amortization expense associated with acquired identifiable intangible assets, interest expense associated with bank borrowings to fund the acquisitions and elimination of transactions costs incurred in fiscal years 2011 and 2010 that are directly related to the transactions and do not have a continuing impact on operating results. The pro forma information does not purport to be indicative of what the financial condition or results of operations would have been had the Merger been completed on the dates set forth in the pro forma financial information.

	Unaudited Pro Forma
	Years Ended December 31,
	2011			2010
Revenue	$	275,463		$	288,595
Operating loss	(12,448		)	(2,802		)
Loss from continuing operations	(30,885		)	(25,224		)
Net loss per basic and diluted share	$	(0.54	)	$	(0.44	)

Radio Voodoo

In June 2010, Verge purchased assets of VoodooVox, Inc. (“Voodoo”). Voodoo provides services that enable radio and television broadcasts to convert call-in lines into voice data collection services which enhance Verge's product offerings to its radio station clients. The assets acquired primarily include all of the related tangible and intangible assets to operate Voodoo's business operations. $1,500 of the purchase price was paid at closing, with two contingent payments to be paid to the sellers on or before March 31, and September 30, 2011. The contingent payments will be equal to 65% of revenues for the period from July 1, 2010 through June 30, 2011. If these payments are less than $2,000, we will pay the sellers an amount equal to 65% of revenues earned from July 1, 2011 through June 30, 2012 that exceed revenues earned from July 1, 2010 through June 30, 2011. Total purchase price cannot exceed $3,500.

The fair value of the estimated contingent payments as of of December 31, 2011 and 2010, was $105 and $1,000, respectively. We made a payment of $895 in 2011 related to these contingent payments. The remaining liability of $105 is expected to be paid in the first half of 2012. No other liabilities were assumed in the acquisition.

In addition, Verge simultaneously (in June 2010) entered into a consulting agreement with the President and the CEO of Voodoo for a period of two years.

The purchase price for Voodoo was allocated as follows:

Property and equipment	$	16
Customer relationships	400
Technology	410
Trade names	150
Goodwill	1,524
	$	2,500

Discontinued Operations

Verge entered into the following business combinations for its Digital Services business discontinued operations during 2010. Transaction costs associated with these business combinations are included in loss from discontinued operations in the consolidated statements of operations.

StreamTheWorld

On May 28, 2010, Verge entered into a Share Purchase Agreement and acquired the remaining outstanding common and preferred shares of StreamTheWorld for approximately $30,400. StreamTheWorld provides online streaming services to its customers, and this acquisition augments the Digital Services business platform, providing online streaming services to StreamTheWorld's customer base that were previously outsourced. The pre-existing equity interest in StreamTheWorld was re-measured at fair value on May 28, 2010. The carrying value of the equity interest in StreamTheWorld as of the date of acquisition was $1,800. The fair value of Verge's equity interest in StreamTheWorld immediately before the acquisition was approximately $7,400. A gain from re-measurement of the investment of $5,573 is included in loss from discontinued operations in the consolidated statement of operations for the year ended December 31, 2010. Verge consolidated StreamTheWorld in its consolidated financial statements beginning with the acquisition of the controlling interest in StreamTheWorld and it is included in the assets and liabilities of discontinued operations in the consolidated balance sheet.

The purchase price for StreamTheWorld was allocated to the related assets acquired and liabilities assumed, and the excess of the consideration exchanged was allocated to goodwill of approximately $24,300.

Transaction costs related to the acquisition amounted to approximately $1,300, which is included in loss from discontinued operations as an operating expense in the consolidated statement of operations in the year ended December 31, 2010.

In order to fund the purchase of StreamTheWorld, Verge received $15,000 under its senior notes from its equity investors, and obtained $20,000 under a term loan.

The purchase price after the re-measurement for StreamTheWorld was allocated as follows:

Cash	$	568
Accounts receivable	1,353
Prepaid expenses and other current assets	1,039
Property and equipment	1,238
Goodwill	26,217
Technology	8,900
Customer relationships	2,700
Trade names	270
Accounts payable	(571		)
Accrued expenses and other current liabilities	(1,854		)
Deferred tax liability	(1,900		)
Long-term debt	(211		)
	$	37,749

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates by their nature are based on judgments and available information. Actual results could differ from those estimates. The most significant assumptions and estimates involved in preparing the financial statements include those related to useful lives of property and equipment, the useful lives of intangible assets, allowance for doubtful accounts, fair values assigned to intangibles, interest rate swaps, and stock-based awards, and the valuation of goodwill.

Cash and Cash Equivalents

All highly liquid investments purchased with an original maturity of three months or less at the date of acquisition are classified as cash and cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we become aware of a specific customer's inability to meet our financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other customers, we recognize reserves for bad debt based on historical experience of bad debts, adjusted for relative improvements or deteriorations in the agings and changes in current economic conditions if necessary. Expected credit losses are recorded as an allowance for doubtful accounts. Receivables are written off when management believes they are uncollectible. The allowance for doubtful accounts is approximately $238 and $175at December 31, 2011 and 2010, respectively.

Property and Equipment

Property and equipment are recorded at cost. We provide for depreciation and amortization using the straight-line method over the assets’ estimated useful lives. We do not depreciate land. Estimated useful lives are as follows:

Radio, network and communications equipment	3 to 10 years
Office computers, equipment and software	3 to 7 years
Leasehold improvements and building	Shorter of useful life or lease term and 35 years, respectively

We capitalize external direct costs of materials and services consumed in developing and obtaining internal use computer software, and the payroll and payroll-related costs for employees who are directly associated with, and who devote time to, developing the internal use computer software. Our management’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. We expect to continue to invest in internally-developed software.

The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in the consolidated statements of operations. Repairs and maintenance costs that do not extend the useful lives of the assets are expensed as incurred.

Goodwill and Intangible Assets

We operate as one reporting unit. Goodwill represents the excess portion of the purchase price that could not be attributed to specific tangible or identified intangible assets recorded in connection with purchase accounting. Acquired intangibles are recorded at fair value as of the acquisition date. Goodwill is not amortized, but tested for impairment at least annually or when changes in circumstances indicate an impairment event may have occurred. Impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. Our business is largely homogeneous and, as a result, all of the goodwill is associated with one reporting unit. We perform our annual impairment testing in our fiscal fourth quarter. Based on the results of our reviews, no goodwill impairment loss is recognized in the results of operations for the years ended December 31, 2011 and 2010. Subsequent to this review, there have been no events or circumstances that indicate any potential impairment of our goodwill balance.

Intangible assets subject to amortization consist of advertiser and producer relationships, affiliate service agreements, trade names, customer relationships, technology, beneficial lease interest, non-compete agreements acquired, and insertion orders. The intangible asset values assigned are determined based upon the expected discounted aggregate cash flows to be derived over the life of the assets.

We amortize the value assigned to intangibles as follows:

Advertiser and producer relationships	15 years
Affiliate service agreements	10 years
Trade names	4 to 5 years
Customer relationships	4 years
Technology	8 years
Beneficial lease interest	7 years
Non-compete agreements	4 years
Insertion orders	1 year

Intangible assets that have definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators are present, we would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), we would perform the next step, which is to determine the fair value of the asset, and record an impairment, if any. We re-evaluate the useful life determinations for these intangible assets each year to determine whether events and circumstances warrant a revision in their remaining useful lives. We have determined that there were no indicators of impairment of definite-lived intangible assets for the years ended December 31, 2011 and 2010.

Restricted Investment

Our sole restricted investment consists of a certificate of deposit that is collateral for a lease deposit in connection with a New York office lease and is reported in other assets in the consolidated balance sheet. This investment is categorized as a held-to-maturity security (see Note 10 — Fair Value Measurements). As of December 31, 2011 and 2010, the balance in this restricted investment was $538. The certificate of deposit matures in May 2012.

Investments

Investments in which we have significant influence, but less than a controlling voting interest, are accounted for using the equity method. Significant influence is generally presumed to exist when we own an interest of approximately 20% to 50%, and exercise significant influence. Under the equity method of accounting, we include our investment in other assets in the consolidated balance sheets. The consolidated statements of operations include our share of the investee's earnings (losses), and the consolidated statements of cash flows include all cash received from or paid to the investee. Investments in which we have no significant influence (generally less than a 20% ownership interest), or do not exert significant influence, are designated as available-for-sale investments if readily determinable market values are available. If an investment’s fair value is not readily determinable, we account for our investment at cost.

Deferred Financing Costs

Deferred financing costs are amortized under the interest method over the term of the debt. Amortization expense was $3,171 and $1,427 for the years ended December 31, 2011 and 2010, respectively, and are included in interest expense, net in the consolidated statements of operations. For the year ended December 31, 2011, deferred financing costs of $1,759 were expensed in the fourth quarter related to Verge's early repayment of its long-term debt at the Merger Date. As of December 31, 2011 and 2010, deferred financing costs were $11,557 and $2,683, respectively, and are included in other assets in the consolidated balance sheet.

Deferred Rent

We recognize rent expense on leases containing scheduled rent increases by amortizing the aggregate minimum lease payments on a straight-line basis over the lease term.

Revenue Recognition

Revenues are primarily comprised of network radio advertising. Radio advertising revenues are recognized, net of agency fees and producer fees, when the advertising has aired. Revenue generated from charging fees to radio stations and networks for music libraries, audio production elements, and jingle production services are recognized upon delivery, or on a straight-line basis over the term of the contract, depending on the terms of the respective contracts.

In those instances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where we function as an agent or sales representative, our effective commission is presented within revenue.

Stock-Based Compensation

Under the fair value recognition provisions of ASC topic 718, “Compensation-Stock Compensation”, cost is measured at the grant date, based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting periods. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised, the expected volatility of our stock and the number of stock-based awards that are expected to be forfeited. In order to determine the estimated period of time that we expect employees to hold their share-based options, we have used data on the historical exercise pattern of employees. We use the historical volatility of our common stock in order to estimate future share price trends. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. The risk free interest rate that we use in the option valuation model is based on U.S. treasury zero-coupon bonds with a remaining term similar to the expected term of the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. If the actual forfeiture rate differs significantly from our estimates, our stock-based compensation expense and our results of operations could be materially impacted.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of accounts receivable.

Our revenues are generated primarily from companies located in the United States. We perform periodic credit evaluations of our customers’ financial condition and, in certain instances, require payment in advance. Accounts receivable are due principally from large U.S. companies under stated contract terms. We provide for estimated credit losses, as required.

For the years ended December 31, 2011 and 2010, one customer accounted for approximately 19% of gross revenues. At December 31, 2011 and 2010, approximately 9% and 28%, respectively, of accounts receivable is due from this customer.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs totaled $425 and $303 for the years ended December 31, 2011 and 2010, respectively.

Income Taxes

Deferred income taxes are recognized for the temporary differences between our financial statement and our tax basis of the assets and liabilities. We calculate the deferred income taxes using the enacted tax rate expected to apply to the taxable income for each year in which the deferred tax liability or asset is expected to be settled or realized. In 2011, we recognized a non-cash benefit of approximately $2,600 related to a reduction of our deferred tax valuation allowance on our net deferred tax assets at December 31, 2011.

We adopted the applicable sections of FASB ASC Topic 740-10 that were included in the pre-Codification FASB Interpretation No. 48, Accounting for Uncertainty of Income Taxes. This authoritative guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with this interpretation is a two-step process. The first step is recognition, in which the enterprise determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of the liability to recognize in the financial statements.

Interest Rate Swap Agreements

From time to time we enter into interest rate swap agreements to manage the risks associated with our variable rate debt. These interest rate swaps are not designated as hedges. Accordingly, interest rate swap agreements are recorded at fair value, and included in assets or liabilities, as appropriate. Changes in fair value at each balance sheet date, and upon maturity, are included in interest expense, net in the consolidated statement of operations. We were not a party to any interest rate swap agreements as of December 31, 2011 and 2010. All of our prior swaps expired during 2010. There was $1,100 interest expense related to the interest rate swaps on the 2010 consolidated statement of operations. In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Agreements. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

Fair Value Measurements

Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 — No observable pricing inputs in the market

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured, and their placement within the fair value hierarchy.

The fair value hierarchy also requires an entity to maximize the use of observable inputs, and minimize the use of unobservable inputs, when measuring fair value.

Earnings Per Share

Basic earnings per share excludes the effect of common stock equivalents and is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares re-acquired during the period are weighted for the portion of the period that they are outstanding. Diluted earnings per share reflect the potential dilution that could result if securities or other contracts to issue common stock are exercised or converted into common stock. Common stock equivalents are excluded in periods in which they are anti-dilutive and for the years ended December 31, 2011 and 2010, the effect of common stock equivalents of 67,824 and 0 were excluded from the calculation of diluted loss per share because the effect was anti-dilutive. Basic and dilutive shares outstanding include the Class A common stock and Class B common stock combined after the adjustment for the conversion of the Class B common stock in connection with the Merger

Reclassifications

Certain amounts in previously issued financial statements have been reclassified to conform to the 2011 presentation. These reclassifications had no effect on previously reported net income. Due to the impact of the Merger, we reconsidered the classification of the following items:

• reclassification in the consolidated balance sheets of capitalized software of $942 from other assets to property and equipment, net;

• reclassification in the consolidated statements of operations of $3,072 from other operating costs to compensation costs.

Recent Accounting Pronouncements

The adoption of the following accounting standards and updates during 2011 did not result in a significant impact to the consolidated financial statements:

Effective January 1, 2011, we adopted new guidance for multiple-deliverable revenue arrangements and certain arrangements that include software elements. The new guidance for multiple-deliverable revenue arrangements requires entities to allocate revenue in an arrangement within the scope of the guidance using estimated selling prices based on a selling price hierarchy. It also eliminates the residual method of revenue allocation and requires revenue to be allocated using the relative selling price method. Application of the new guidance did not have a material effect on our financial statements.

In May 2011, the FASB issued guidance to clarify and revise the requirements for measuring fair value and for disclosing information about fair value measurements. We will adopt this guidance prospectively beginning in fiscal 2012. We do not expect the adoption to have a material impact on our consolidated results of operations or financial position.

In June 2011, the FASB issued guidance which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income ("OCI") by eliminating the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the FASB issued additional guidance which indefinitely defers the requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. All amendments are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively.

In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment.  This update simplifies how an entity tests goodwill for impairment.  It provides an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Given this option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The updates are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We adopted this standard in the fourth quarter of 2011.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). The ASU 2011-11 amendments require companies to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 is required to be applied retrospectively for all prior periods presented and is effective for annual periods for fiscal years beginning on or after January 1, 2013, and interim periods within those annual fiscal years. We do not expect adoption of this standard to have a material impact on our consolidated results of operations and financial condition.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Current assets:
Cash and cash equivalents	$ 5,627	$ 2,275
Accounts receivable, net of allowance for doubtful accounts	96,211	46,031
Prepaid and other assets	6,130	2,261
Current assets of discontinued operations	0	26,917
Total current assets	107,968	77,484
Property and equipment, net	28,478	7,293
Intangible assets, net	145,915	86,643
Deferred financing costs	11,557	2,683
Goodwill	167,120	80,909
Other assets	6,636	2,453
Non-current assets of discontinued operations	0	104,724
TOTAL ASSETS	467,674	362,189
Current liabilities:
Accounts payable	30,780	21,190
Amounts payable to related parties	4,343	4,830
Accrued expenses and other liabilities	41,820	7,137
Current maturity of long-term debt	3,875	11,139
Current liabilities of discontinued operations	0	9,388
Total current liabilities	80,818	53,684
TOTAL LIABILITIES	378,886	244,485
Long-term debt	229,467	84,717
Long-term debt payable to related parties	30,875	94,585
Deferred tax liability	17,619	6,545
Other liabilities	20,107	987
Non-current liabilities of discontinued operations	0	3,967
Commitments and contingencies
Series A Preferred Stock	9,862	0
STOCKHOLDERS’ EQUITY (Note 12)
Additional paid-in capital	134,785	162,948
Accumulated deficit	(56,428)	(45,586)
TOTAL STOCKHOLDERS’ EQUITY	78,926	117,704	123,016
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	467,674	362,189
Common Class A [Member]
STOCKHOLDERS’ EQUITY (Note 12)
Common Stock, Value, Issued	227	0
TOTAL STOCKHOLDERS’ EQUITY			0
Common Class B [Member]
STOCKHOLDERS’ EQUITY (Note 12)
Common Stock, Value, Issued	$ 342	$ 342

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Statement of Shareholders' Equity (USD $) In Thousands, except Share data	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Total Stockholders' Equity at Dec. 31, 2009	$ 123,016		$ 331	$ 156,884	$ (34,199)
Net loss	(11,387)				11,387
Distribution of Digital Services business to Triton Digital	0
Stock-based compensation	0
Issuance of common stock, shares			1,154,152
Issuance of common stock	6,075		11	6,064
Total Stockholders' Equity at Dec. 31, 2010	117,704	0	342	162,948	(45,586)
Shares, Issued at Dec. 31, 2010		0	34,237,638
Net loss	(10,842)
Acquisition of Westwood One, Inc. Shares Issued		22,667,591
Acquisition of Westwood One, Inc. Value	82,643	227		82,416
Distribution of Digital Services business to Triton Digital	(111,859)
Conversion of restricted stock units		76,731
Stock-based compensation	1,280			1,280
Issuance of common stock	0
Total Stockholders' Equity at Dec. 31, 2011	$ 78,926	$ 227	$ 342	$ 134,785	$ (56,428)
Shares, Issued at Dec. 31, 2011		22,744,322	34,237,638

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Operating Leases

We lease office space, as well as telecommunications, office equipment, and satellite communications, under various operating lease agreements, which expire at various dates through 2022. Certain lease agreements are non-cancellable, with aggregate minimum lease payment requirements, and contain certain escalation clauses.

We incurred aggregate rent expense under our operating leases for the years ended December 31, 2011 and 2010 of $5,399 and $5,700, respectively. We earned sublease income for the years ended December 31, 2011 and 2010 of $1,080 and $1,100, respectively.

Future minimum rental payments and future minimum rent to be received under non-cancellable operating leases, consisted of the following at December 31, 2011:

Year	Future Minimum Rent		Future Minimum Sublease Income
2012	$	9,575	$	(1,138	)
2013	9,267		(1,311		)
2014	8,621		(1,311		)
2015	8,907		(1,311		)
2016	7,968		(218		)
2017 and thereafter	24,734		—
Total	$	69,072	$	(5,289	)

Broadcast Rights and Other Services

We are committed under various contractual agreements to pay for broadcast rights that include news services and for other services that include talent, research, weather service, and executive contracts. The approximate aggregate future minimum obligations under such contractual agreements for the five years after December 31, 2011 and thereafter, are set forth below:

Year	Broadcast Rights		Other Services
2012	$	57,993	$	36,513
2013	55,538		26,345
2014	47,622		26,530
2015	48,178		19,470
2016	48,995		17,019
2017 and thereafter	107,827		4,204
Total	$	366,153	$	130,081

Included in broadcast rights table above are commitments due to CBS Radio and its affiliates.

Legal Matters

We are subject, from time to time, to various claims, lawsuits, and other complaints arising in the ordinary course of business. We routinely monitor claims such as these, and record provisions for losses to the extent a claim becomes probable and the amount due is estimable. For matters that have reached the threshold of probable and estimable, we have established reserves for these contingent liabilities.

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Schedule II

12 Months Ended

Dec. 31, 2011

Schedule II Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

Schedule II — Valuation and Qualifying Accounts

Allowance for Doubtful Accounts

Years Ended December 31,	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions Write-offs and Other Adjustments			Balance at End of Period
2011	$	175	$	401	$	(338	)	$	238
2010	$	307	$	93	$	(225	)	$	175

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Basis of Presentation

12 Months Ended

Dec. 31, 2011

Basis of Presentation [Abstract]

Business Description and Basis of Presentation [Text Block]

Basis of Presentation

Description of Business

In this report, “Dial Global,” “Company,” “registrant,” “we,” “us” and “our” refer to Dial Global, Inc. (together with its subsidiaries). On October 21, 2011 (the "Merger Date"), we announced the consummation of the transactions (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2011 (as amended, the "Merger Agreement"), by and among Westwood One Inc. ("Westwood"), Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC, "Merger Sub"), and Verge Media Companies, Inc. ("Verge".) Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company. For a more detailed description of the agreements and the credit facilities entered into in connection with the Merger, please refer to the Current Reports on Form 8-K filed on October 27, 2011 and January 5, 2012 or Westwood's Quarterly Report on Form 10-Q filed on November 14, 2011 and the agreements filed as exhibits to these filings.

Pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. In connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. Westwood issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of common stock of Westwood on a fully diluted basis. No fractional shares of Class B Common Stock were issued in connection with the Merger and holders of fractional shares of Class B Common Stock received a whole share of Class B Common Stock. In connection with the Merger, Westwood also issued 9,691.374 shares of our Series A Preferred Stock (the “Series A Preferred Stock") to Verge stockholders, as calculated in accordance with the Merger Agreement.

The Merger is accounted for as a reverse acquisition of Westwood by Verge under the acquisition method of accounting in conformity with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805 Business Combinations. Under such guidance, the transaction has been recorded as the acquisition of Westwood by the Company. The historical accounting of the Company is that of Verge and the acquisition purchase price of Westwood has been recorded based on the fair value of Westwood on the date of acquisition. Verge's prior period common stock balances have been adjusted to reflect the conversion of the Verge shares to Class B common stock at a ratio of approximately 6.838 to 1, with the difference in par value being adjusted in additional paid in capital. Total stockholders' equity of the prior period was unchanged.

The consideration exchanged for the Merger totaled $102,379, which is comprised of the market value as of the Merger Date of Westwood's Class A Common Stock of $81,830, the market value of the Series A Preferred Stock of $9,691 (calculated by multiplying the number of such preferred shares by the liquidation preference of $1,000 per share), the fair value of the assumed Westwood stock options and RSUs of $1,178 and the purchase accounting consideration exchanged in Verge's purchase of the 24/7 Formats business ("24/7 Formats") of $9,680, which includes the payment to Westwood under Verge's existing call option of $4,730 and the gain from the 24/7 Formats purchase of $4,950. The consideration for the 24/7 Formats is included in the Merger consideration as the Merger settled the pre-existing relationship between Verge and Westwood on the 24/7 Formats business. The preliminary purchase accounting allocations have been recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the Merger Date. The valuation of the net assets acquired and allocation of the consideration transferred will be finalized within a year of the Merger Date.

In addition, the Company, Westwood, Gores Radio Holdings, LLC ("Gores") and Triton Media Group, LLC ("Triton") entered into the Indemnity and Contribution Agreement, dated as of July 30, 2011 and amended on October 21, 2011, whereby under certain circumstances and subject to certain limitations, Triton agreed to indemnify Westwood if Westwood suffers any losses arising from or directly related to the Digital Services business, and Gores agreed to indemnify Triton if Westwood suffers any losses arising from or directly related to Westwood's sale of its Metro Traffic Business which was completed prior to the Merger. See Note 3 — Acquisitions for additional information on the Merger.

As part of the Merger, the pre-Merger debt of Westwood and Verge was paid and we, as borrower and guarantor, entered into new credit agreements that are described in Note 9 — Debt.

The consolidated statements of operations and cash flows include the results of Westwood from October 22, 2011 to December 31, 2011. The consolidated balance sheet as of December 31, 2011 includes the Westwood purchase accounting balances acquired in the Merger, while the balance sheet as of December 31, 2010 does not include Westwood's balances.

The consolidated statements of cash flows include the results of the discontinued operations of the Digital Services business until July 29, 2011, when the Digital Services business was spun-off, as is allowed by the authoritative guidance in ASC 230 - Statement of Cash Flows.

We are organized as a single reporting segment, the Radio business. We are an independent, full-service network radio company that distributes, produces, and/or syndicates programming and services to more than 8,500 radio stations nationwide including representing/selling audio content of third-party producers. We produce and/or distribute over 200 news, sports, music, talk and entertainment radio programs, services and digital applications, as well as audio content from live events, turn-key music formats, prep services, jingles and imaging. We have no operations outside the United States, but sell to customers outside of the United States.

As described in more detail under Note 4 — Discontinued Operations, on July 29, 2011, Verge's Board of Directors approved a spin-off of the Digital Services business to a related entity owned by its sole stockholder at that time. For all periods presented in this report, the results of the Digital Services business are presented as a discontinued operation and will continue to be presented as discontinued operations in all future filings in accordance with generally accepted accounting principles in the United States. The Digital Services business provides streaming, measurement, advertising management and monetization and audience engagement solutions, which cover database, audience and web management systems, to thousands of radio stations worldwide.

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Consolidated Balance Sheets Parenthetical (USD $)	Dec. 31, 2011	Dec. 31, 2010
Preferred Stock [Abstract]
Series A Preferred Stock, liquidation value	$ 1,000	$ 0.00
Series A Preferred Stock, shares authorized	200,000	0
Series A Preferred Stock, shares issued	9,691.374	0
Stockholders' Equity (Deficit)
Common stock, par value	$ 0.01	$ 0.00
Common stock, shares authorized	5,000,000,000	0
Common stock, shares issued	22,744,322	0
Common stock, shares outstanding	22,744,322	0
Common Class B [Member]
Stockholders' Equity (Deficit)
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares issued	34,237,638	34,237,638
Common stock, shares outstanding	34,237,638	34,237,638

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Preferred Stock

12 Months Ended

Dec. 31, 2011

Preferred Stock [Abstract]

Preferred Stock [Text Block]

Preferred Stock

In connection with the Merger, the Company also issued 9,691.374 shares of Series A Preferred Stock of the Company (the “Series A Preferred Stock") to Verge stockholders, in accordance with the Merger Agreement. The holders of the Series A Preferred Stock do not have a  contractual redemption right, however the holders control the Board of Directors and therefore in accordance with generally accepted accounting principles we have presented the Series A Preferred Stock in the mezzanine section of our consolidated balance sheets above Stockholders' Equity.

Each holder of the Series A Preferred Stock is entitled to receive dividends when, as and if declared by our Board of Directors or a duly authorized committee thereof out of funds legally available therefore at an annual rate equal to (i) 9% per annum from and excluding the issue date through and including the second anniversary of the issue date, (ii) 12% per annum from the day immediately following the second anniversary of the issue date through and including the fourth anniversary of the issue date, and (iii) 15% per annum thereafter. Dividends are to be paid in cash and, to the extent not paid on March 15, June 15, September 15 or December 15 of any given year, shall accumulate and remain accumulated dividends until paid to the holders of the Series A Preferred Stock. No cash dividends shall in any instance be paid in the first year after the Series A Preferred Stock is issued, and the Company may further pay cash dividends to the New Common Stock and not on the Series A Preferred Stock during the first year notwithstanding the priority of the Series A Preferred Stock otherwise set forth in the Restated Charter. For the period from October 22, 2011 to December 31, 2011, the Company accrued $171 in cumulative dividends payable related to the Series A Preferred Stock and included that amount in Series A Preferred Stock and accumulated dividends.

Following the first anniversary of the issue date (i.e., October 21, 2012), the Company may redeem the Series A Preferred Stock for cash at our option at a redemption price equal to the liquidation preference of $1,000 per share, plus all dividends accumulated thereon and all accrued and unpaid dividends to the payment date. The Series A Preferred Stock shall not have any right to convert such shares into or exchange such shares for any other class or series of stock or obligations of the Company. Upon the liquidation, bankruptcy, dissolution or winding up of the Company, the holders of the shares of the Series A Preferred Stock shall be entitled to an amount of cash equal to the liquidation preference of $1,000 per share, plus all dividends accumulated thereon and all accrued and unpaid dividends to the payment date. A change of control will be considered a liquidation, dissolution or winding up of the Company. The Series A Preferred Stock do not have any voting powers, either general or special, except that the affirmative vote or consent of the holders of a majority of the outstanding shares of the Series A Preferred Stock is required for any amendment of the Restated Charter if the amendment would specifically alter or change the powers, preferences or rights of the shares of the Series A Preferred Stock and affect them adversely. The Series A Preferred Stock ranks senior over the common stock with regard to dividends and distributions of assets upon liquidation, dissolution or winding up of the Company.

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Document and Entity Information (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Mar. 23, 2012	Jun. 30, 2011
Entity Information [Line Items]
Entity Registrant Name	DIAL GLOBAL, INC. /DE/
Entity Central Index Key	0000771950
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Amendment Flag	false
Series A Preferred Stock, shares outstanding		9,691.374
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 3,923,000
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		34,237,638
Common Class A [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		22,759,322

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Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Stockholders' Equity

On the Merger Date, pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Westwood common stock (22,667,591 shares) was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Westwood common stock. Also in connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive approximately 6.838 shares of Class B Common Stock. We issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of its common stock on a fully diluted basis. No fractional shares of Class B Common Stock were issued in connection with the Merger and holders of fractional shares of Class B Common Stock received a whole share of Class B Common Stock. As of our Amended and Restated Certificate of Incorporation as filed with the Delaware Secretary of State on December 12, 2011, authorized shares of Class A common stock are 5,000,000,000 and authorized shares of Class B common stock are 35,000,000. Verge's prior period common stock balances have been adjusted to reflect the conversion of the Verge shares to Class B common stock at a ratio of approximately 6.838 to 1, with the difference in par value being adjusted in additional paid-in capital. Total stockholders' equity was unchanged.

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Statement of Income (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Revenue	$ 131,325	$ 94,139
Costs of revenues (excluding depreciation and amortization)	74,696	39,907
Gross profit	56,629	54,232
Other operating costs	20,681	16,004
Compensation costs	16,985	14,020
Depreciation and amortization	15,119	13,052
Restructuring charges	3,131	0
Transaction costs	7,263	0
Total operating costs	63,179	43,076
Operating (loss) income	(6,550)	11,156
Interest expense	(29,625)	(19,543)
Preferred Stock dividend	(171)	0
Gain from the 24/7 Formats purchase	4,950	0
Other (income) expense	(561)	(561)
(Loss) income from continuing operations before income tax	(31,957)	(8,948)
Income tax benefit from continuing operations	(22,741)	(927)
Loss from continuing operations	(9,216)	(8,021)
Loss from discontinued operations, net of income tax provision	(1,626)	(3,366)
Net loss	$ (10,842)	$ (11,387)
Loss from continuing operations	$ (0.24)	$ (0.24)
Loss from discontinued operations	$ (0.04)	$ (0.1)
Net loss	$ (0.28)	$ (0.34)
Basic and diluted	38,717,960	33,772,815

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Property and Equipment

12 Months Ended

Dec. 31, 2011

Property and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment

Property and equipment consists of the following:

	December 31, 2011			December 31, 2010
Radio and communications equipment	$	17,575		$	9,565
Office computers, equipment and software	13,842			6,186
Leasehold improvements, building and land	13,580			2,849
Capitalized lease assets	—			404
Property and equipment	44,997			19,004
Accumulated depreciation	(16,519		)	(11,711		)
Property and equipment, net	$	28,478		$	7,293

For the years ended December 31, 2011 and 2010, we recorded depreciation expense associated with property and equipment of $5,214 and $5,105, respectively. This includes depreciation on capitalized lease assets of $19 and $80 for the years ended December 31, 2011 and 2010, respectively.

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Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Related Party Transactions

Management Agreement

From 2006 to 2011, Verge managed and operated eight 24/7 Formats pursuant to a Management Agreement with Westwood. Under the agreement, Verge had the option to purchase the 24/7 Formats and on July 29, 2011, it exercised its option and paid $4,730 for the purchase of the 24/7 Formats. For the years ended December 31, 2011 and 2010, we recorded expenses of $1,540 and $2,530, respectively, for fees paid to Westwood for the 24/7 Formats and included these fees in other operating costs in the consolidated statement of operations.

Transition Services

On July 29, 2011, Verge entered into a transition services agreement with Triton Digital to provide it with access to and use of certain premises leased by us and related services for a monthly fee income of $22 plus related facilities expenses.  This agreement is effective until such time as the support and use of the various facilities is terminated. The termination date may occur at various times but no later than April 2014. Any termination earlier than the stated termination date must be mutually agreed upon by the parties. Fees related to the transition services were $110 for the year ended December 31, 2011 and are included as credits in other operating costs in the consolidated statement of operations.

Digital Reseller Agreement

On July 29, 2011, Verge entered into a Digital Reseller Agreement with Triton Digital, pursuant to which it agreed to provide, at its sole expense and on an exclusive basis (subject to certain exceptions), for four years, services to Triton Digital customarily rendered by network radio sales representatives in the United States in exchange for a commission. Revenue related to the agreement for the year ended December 31, 2011 is $1,780.

PIK Notes and Senior Notes

After the Merger, PIK Notes classified as long-term debt payable to related parties in the consolidated balance sheet, were held by our major stockholders, Gores and certain entities affiliated with Oaktree Capital Management, L.P. ("Oaktree"). As of December 31, 2011, the total amount of PIK Notes issued by us to the aforementioned related parties was $28,883, and $1,992 is payable to Black Canyon Capital LLC ("Black Canyon") who was a related party until the Merger Date. Interest expense related to these PIK Notes of $819 was accrued for the year ended December 31, 2011 and is included in interest expense in the consolidated statements of operations. See Note 9 — Debt for additional details on these PIK Notes.

Prior to the Merger, senior notes, classified as long-term debt payable to related parties in the consolidated balance sheet, were held by Verge's major stockholders, Oaktree, Black Canyon and certain members of management. As of December 31, 2010, the total amount of senior notes issued by us to the aforementioned related parties was $94,585. Interest expense, including pre-payment penalty fees, related to the senior notes of $15,577 and $12,337 was accrued for the years ended December 31, 2011 and 2010, respectively and is included in interest expense in the consolidated statements of operations. These senior notes were repaid upon the Merger and we incurred a prepayment penalty of $3,397 which is included in interest expense in the consolidated statement of operations. See Note 9 — Debt for additional details on these senior notes.

Other Related Party Transactions

During 2011 and 2010, we recognized approximately $5,000 in revenue and $2,000 in operating income from radio stations in which Oaktree has (directly or indirectly) a financial interest.

Management Fees

Prior to the Merger, Verge had a related party relationship with Triton, its sole shareholder, and incurred fees related to consultancy and advisory services rendered by Triton. For the year ended December 31, 2011 the fees are $212 and are included in other operating costs in the consolidated statements of operations. No fees were incurred after the Merger.

A summary of related party revenue, other operating costs and interest expense is as follows:

	Years Ended December 31,
	2011		2010
Revenue	$	6,780	$	—
Other operating costs	4,642		2,530
Interest expense	16,396		12,337

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Subsequent Events

12 Months Ended

Dec. 31, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Events

In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Facilities. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Stock-Based Compensation

Prior to the acquisition of Westwood, the Company did not have a stock-based compensation plan. As part of the Merger, the Company assumed all of the outstanding stock options and restricted stock units ("RSU") previously granted by Westwood to its employees under the 1999 Stock Incentive Plan (the "1999 Plan”), the 2005 Equity Compensation Plan (the "2005 Plan”) and/or the 2010 Equity Compensation Plan (which is an amended and restated version of the 2005 Plan, the "2010 Plan").

The detail of the assumed stock options granted under Westwood's stock-based compensation plans as of October 21, 2011 were as follows.

Plan	Assumed Options	Unvested Options	Weighted Average Exercise Price		Last Expiration Date
1999 Plan	9,972	—	$	1,382.51	7/7/2018
2005 Plan	2,421	—	$	1,261.94	1/8/2018
2010 Plan	1,053,000	700,341	$	6.19	2/12/2020
Total	1,065,393	700,341	$	21.93

Unvested stock options of Westwood assumed on the date of the Merger have vesting periods that extend over a period ending February 12, 2013. Certain of these options have accelerated vesting provisions under certain circumstances, including a change in control.

Outstanding RSUs of Westwood assumed on the date of the Merger consisted of two grants for 66,732 shares, which were to vest over a two year period ending October 10, 2013. The RSUs had accelerated vesting provisions under certain circumstances, including a change in control. As a result this RSU vested on November 18, 2011. See Restricted Stock Units below for additional details.

On December 19, 2011, our Board of Directors approved the adoption of the 2011 Stock Option Plan (the "2011 Plan"). The purpose of the 2011 Plan is to furnish a material incentive to employees, officers, consultants and directors by making available to them the benefits of common stock ownership through stock options. Under the 2011 Plan, we may grant stock options that constitute “incentive stock options” (“ISOs") within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended, or stock options that do not constitute ISOs ("NSOs and with ISOs, the “Options"). Under the 2011 Option Plan, 8,513,052 shares of the Company’s Class A common stock are authorized for issuance of which 2,946,827 remain available for issuance as of December 31, 2011. Under the 2010 Plan, a maximum of 2,650,000 shares of Class A common stock are authorized for issuance of equity compensation awards of which 760,634 remain available for issuance as of December 31, 2011.

The 2011 Plan will be administered by the Compensation Committee, and a sub-committee of which will be authorized to grant ISOs to officers and employees and NSOs to employees, officers, directors and consultants. The Compensation Committee will also be authorized to interpret the 2011 Option Plan, prescribe option agreements and make all other determinations that it deems necessary or desirable for the administration of the 2011 Plan.

All stock-based compensation expense is included in compensation expense for financial reporting purposes. Stock-based compensation expense is recognized using a straight-line basis over the requisite service period for the entire award. For the year ended December 31, 2011 stock-based compensation expense is $1,280 and is included in compensation costs. Also included in the 2011 stock-based compensation expense is $145 for the modification of awards upon the termination of an employee.

The fair value of the assumed options and RSUs was $954 and $224, respectively, and are included in the purchase price of the Merger, see Note 3 — Acquisitions.

Stock Options

Stock option activity for the period from October 21, 2011 to December 31, 2011 is as follows:

	Shares			Weighted Average Exercise Price
Grants assumed as part of the Merger	1,065,393			$	21.93
Granted	5,566,225			$	3.27
Exercised	—			$	—
Canceled, forfeited or expired	(116,424		)	$	11.50
Outstanding December 31, 2011	6,515,194			$	6.17
Options exercisable at end of period	973,940			$	21.99
Aggregate estimated fair value of options vesting during the period	$	1,521

At December 31, 2011, vested and exercisable options had an aggregate intrinsic value of $0 and a weighted average remaining contractual term of 4.41 years. Additionally, at December 31, 2011, 5,541,254 unvested options were expected to vest with a weighted average exercise price of $3.39, a weighted average remaining term of 9.89 years and an aggregate intrinsic value of $0. No options were exercised during the period from October 22, 2011 to December 31, 2011. The aggregate intrinsic value of options represents the total pre-tax intrinsic value (the difference between our closing stock price at the end of the period and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options at that time. For the year ended December 31, 2011, compensation expense related to stock options was $1,226 and is included in compensation costs. Also included in the 2011 stock-based compensation expense is $145 for the modification of awards upon the termination of an employee.

As of December 31, 2011, there was $16,202 of unearned compensation cost related to stock options granted under all of our stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of 3.8 years.

Options granted in the period from October 21, 2011 to December 31, 2011, vested as follows: one-fortieth (1/40) immediately and the remainder in equal one-fortieth (1/40) monthly installments beginning on December 21, 2011 and on each monthly anniversary thereafter through October 21, 2014 and then one-one hundred twentieth (1/120) monthly installments beginning November 21, 2014 through October 21, 2015. Options are expensed on a straight-line basis over the requisite service period for the entire award with the amount of compensation cost recognized at any date being at least equal to the portion of the grant-date value of the award that is vested at that date.

The estimated fair value of options assumed from Westwood on the date the Merger closed and of options granted in the period from such date to December 31, 2011 were measured using the Black-Scholes-Merton option pricing model using the weighted average assumptions as follows:

				Assumed Options Fair Value
	December 31, 2011			Greater Than $0			Equal To $0
Risk-free interest rate	1.84		%	0.02% to 1.860%			0.02% to 1.50%
Expected term (years)	10.00			0.08 to 8.31			0.26 to 6.72
Expected volatility	109.5		%	117.5% to 180.0%			94.1% to 176.0%
Expected dividend yield	—		%	—		%	—		%
Exercise prices	$	3.27		$6.00 to $8.02			$36.00 to $7,038.00
Weighted average fair value of options granted	$	3.00		$	1.48		$	—
Number of shares	5,566,225			1,053,000			12,393

The risk-free interest rate for periods within the life of the option is based on a blend of U.S. Treasury rates. The expected term is based on length of time until the option expires at the valuation date, which cannot exceed ten years. The expected volatility assumption used by us is based on the historical volatility of the Westwood and Dial Global stock using a period equal to the expected term. The dividend yield represents the expected dividends on our common stock for the expected term of the option and we do not expect to declare any dividends during that time.

Additional information related to options outstanding at December 31, 2011, segregated by grant price range is summarized below:

Options outstanding at exercise price of:	Number of Options	Weighted Average Exercise Price		Remaining Weighted Average Contractual Life (in years)
$3.27	5,566,225	$	3.27	9.98
$6.00	836,832	$	6.00	4.12
$8.02	100,000	$	8.02	0.88
$36 - $438	8,982	$	238.45	3.46
$1,234 - $7,038	3,155	$	4,455.70	2.84
	6,515,194	$	6.17	9.07

Restricted Stock Units

Outstanding RSUs of Westwood assumed on the date of the Merger consisted of one grant for 66,667 shares and one grant for 65 shares, with a fair value of $3.61 per share. All of these RSUs vested on November 18, 2011. For the year ended December 31, 2011, the compensation expense related to these RSUs was $16 and is included in compensation costs.

On December 20, 2011, our Compensation Committee determined that our independent non-employee directors should receive an award of RSUs valued in an amount of $65 for their initial year of service as directors. These awards vested as follows: one-twelfth (1/12) immediately and the remainder in equal one-twelfth (1/12) monthly installments beginning on December 21, 2011 and on each monthly anniversary thereafter through October 21, 2012. For the year ended December 31, 2011, compensation expense related to these RSUs is $38 and is included in compensation costs. As of December 31, 2011, unearned compensation cost related to RSUs is $157. Under the 2010 Plan, options, RSUs and restricted stock (once granted) are deducted from the authorized plan total, with grants of RSUs, restricted stock and related dividend equivalents being deducted at the rate of three shares for every one share granted.

RSUs activity for the period ended December 31, 2011 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Grants assumed as part of the Merger	66,732		$	3.61
Granted	60,000		$	3.25
Converted to common shares	(76,731	)	$	3.56
Canceled, forfeited or expired	—		$	—
Outstanding end of period	50,001		$	3.25

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Debt

12 Months Ended

Dec. 31, 2011

Debt [Abstract]

Debt Disclosure [Text Block]

Debt

As described in Note 1 — Basis of Presentation above, as part of the Merger that closed on October 21, 2011, Verge's debt and the debt of Westwood were repaid and on the Merger Date, the Company and its subsidiaries, as borrower and subsidiary guarantors, respectively, entered into New Credit Facilities and PIK Notes that are described below .

Prior to the Merger and beginning in November 2007 and through December 31, 2010, Verge entered into a series of separate note purchase agreements to finance its acquisitions, raising additional capital through the issuance of senior notes (collectively, the "senior notes"), notes payable and lines of credit that were all repaid on the Merger Date.

New Credit Facilities

The First Lien Credit Agreement provides for (1) a term loan in an aggregate principal amount of $155,000 (the “First Lien Term Loan Facility”), (2) a $25,000 revolving credit facility, $5,000 of which is available for letters of credit (the “First Lien Revolving Credit Facility” and, together with the First Lien Term Loan Facility, the “First Lien Credit Facilities”) and (3) an uncommitted incremental facility in the amount of up to $25,000, of which $10,000 may be used to increase the amount of the New First Lien Revolving Credit Facility. The Second Lien Credit Agreement provides for a term loan in an aggregate principal amount of $85,000 (the “Second Lien Term Loan Facility” and, together with the First Lien Term Loan Facility, the “Term Loan Facilities”; the Term Loan Facilities collectively with the New First Lien Revolving Credit Facility, the “New Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the Term Loan Facilities was drawn, $9,600 in the revolving credit facility were drawn, and approximately $2,020 of letters of credit were either rolled into the New First Lien Credit Facilities or issued in order to backstop existing letters of credit under Westwood's or Excelsior Radio Networks, LLC ("Excelsior") prior credit agreements. Westwood's and Excelsior's prior credit agreements were repaid as of the consummation of the Merger. We repaid $5,000 of the revolving credit facility in the fourth quarter of 2011.

Each of the First Lien Revolving Credit Facility and First Lien Term Loan Facility has a five-year maturity. The Second Lien Term Loan Facility has a five-year nine-month maturity. The principal amount of the First Lien Term Loan Facility amortizes in quarterly installments equal to 2.5% (per annum) of the original principal amount of the New First Lien Term Loan Facility payable beginning March 31, 2012 and increases by an additional 2.5% per year for the first four and three-quarter years, with the balance payable at maturity. The entire amount of the Second Lien Term Loan Facility is payable at maturity. The difference between the December 31, 2011 carrying values of the First Lien Term Loan Facility and Second Lien Term Loan Facility of $228,742 and outstanding principal amount of $240,000 reflects the unamortized portion of the original issue discount of $11,258 recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. For the year ended December 31, 2011 the amortization of the original issue discount is $492 and is included in interest expense.

PIK Notes

In connection with the Merger, the Company also issued $30,000 in aggregate principal amount of PIK Senior Subordinated Unsecured PIK Notes ("PIK Notes”) to Gores, certain entities affiliated with Oaktree and certain entities affiliated with Black Canyon. The PIK Notes are unsecured and accrue interest at the rate of 15% per annum, which compounds quarterly for the first five years and will compound annually thereafter, mature on the six-year three-month anniversary of the issue date and are subordinated in right of payment to the New Credit Facilities.

Senior Notes

Prior to the Merger, Verge had senior notes held by its major stockholders, Oaktree and Black Canyon, certain members of management and others. There were two tranches of notes; the first due November 1, 2013 with an interest rate of 14.5% and the other due October 31, 2013 with an interest rate of 15.5%. In each case, interest compounded quarterly and was PIK until the principal and accrued interest became due at maturity. The senior notes are shown on the consolidated balance sheet as long-term debt payable to related party and as part of long-term debt.

In May 2010, Verge borrowed $15,000 under the senior notes to finance an acquisition that was then spun-off to Triton Digital.

At December 31, 2010, the outstanding balance of the senior notes was $35,656 with interest at 14.5% and $60,051 with interest of 15.5%. PIK interest expense for the years ended December 31, 2011 and 2010 was $12,180 and $12,337, respectively.

Note Payable

As of December 31, 2010, the outstanding balance under the Verge term loan was $94,734. The term loan was subject to quarterly principal payments with a balloon payment at maturity in June 2013 and the interest rate was reset quarterly. The loan was subject to certain financial covenants, including maximum leverage ratios and minimum fixed charges. Verge was also subject to contingent principal payments based on excess cash flows (calculated annually), as defined in the note agreement. Borrowings were collateralized by substantially all the assets of Excelsior and were cross-collateralized with the line of credit. Prior to the Merger, Verge paid down $8,355 on the term loan during 2011.

At December 31, 2010, the interest rate was 5.75% with interest payable quarterly at a rate of 4.75% above a LIBOR floor of 1%. If the three-month Eurodollar base rate was in excess of 4% for 30 consecutive days, Verge was required to maintain interest rate protection agreements covering a notional amount of not less than 50% of all outstanding indebtedness at that time. The weighted-average interest rate on the term loan for the years ended December 31, 2011 and 2010 were 5.59% and 5.77%, respectively.

Line of Credit

Excelsior, one of Verge's subsidiaries, had a $15,000 line of credit with a financial institution with an interest rate at the lower of 4.75% above LIBOR or 3.75% above the prime rate at December 31, 2010. During the year ended December 31, 2010, the interest rate varied from 4.50% to 4.75% above the LIBOR, or 3.50% to 3.75% above the prime rate, depending on Excelsior's leverage ratio at the time the loan was drawn. During the period from January 1 to October 21, 2011, the interest rate varied from 4.25% to 4.75% above the LIBOR or 3.5% to 3.75% above the prime rate depending on Excelsior's leverage ratio at the time the loan was drawn. The line was collateralized by all the assets of Excelsior and cross-collateralized with the term loan. A portion of the credit line, $763 at December 31, 2010, was set aside as a letter of credit to collateralize Excelsior's lease for the New York office space that now serves as the Company's headquarters. As of December 31, 2010, $14,237 under the line of credit was available to Excelsior. The line of credit was subject to certain financial covenants and certain fees on the unused balance.

In connection with the Merger, the Excelsior line of credit and letter of credit were closed on October 21, 2011 prior to the stated expiration date of June 20, 2013.

The long-term-debt consists of the following:

	December 31, 2011			December 31, 2010
First Lien Term Loan Facility (1)	$	155,000		$	—
Less: original issue discount	(8,793		)	—
Second Lien Term Loan Facility (2)	85,000			—
Less: original issue discount	(2,465		)	—
PIK notes	30,875			—
Revolving credit facility (3)	4,600			—
Verge senior notes	—			95,707
Verge note payable	—			94,734
Total long-term debt	$	264,217		$	190,441
Less current portion	3,875			11,139
Long-term debt, non-current portion	$	260,342		$	179,302

(1) The effective interest rate on the First Lien Term Loan Facility as of December 31, 2011 is 8%.

(2) The effective interest rate on the Second Lien Term Loan Facility as of December 31, 2011 is 13%.

(3) The effective interest rate on the revolving credit facility as of December 31, 2011 is 8.75%.

The changes in long-term debt (including current portion) for the year ended December 31, 2011 are as follows:

	Verge Senior Notes			Verge Notes Payable			Westwood Debt			First Lien Term Loan Facility			Second Lien Term Loan Facility			PIK Notes		Revolving Credit Facility			Total
As of December 31, 2010	$	95,707		$	94,734		$	—		$	—		$	—		$	—	$	—		$	190,441
PIK interest accrued	12,180			—			—			—			—			—		—			12,180
Repayment of debt	—			(8,355		)	—			—			—			—		—			(8,355		)
Debt assumed in Merger	—			—			45,146			—			—			—		—			45,146
Repayment of debt in Merger	(107,887		)	(86,379		)	(45,146		)	—			—			—		—			(239,412		)
Principle amount of borrowings at the Merger	—			—			—			155,000			85,000			30,000		9,600			279,600
Original issued discount on borrowings	—			—			—			(9,200		)	(2,550		)	—		—			(11,750		)
Repayment of revolving credit facility	—			—			—			—			—			—		(5,000		)	(5,000		)
PIK Note interest	—			—			—			—			—			875		—			875
Amortization of original issue discount	—			—			—			407			85			—		—			492
As of December 31, 2011	$	—		$	—		$	—		$	146,207		$	82,535		$	30,875	$	4,600		$	264,217

Deferred financing costs are amortized under the interest method over the term of the debt. Amortization expense is $3,171 and $1,427 for the years ended December 31, 2011 and 2010, respectively, and was included in interest expense, net in the consolidated statements of operations. Included in amortization of deferred financing costs in the fourth quarter of 2011, was expense of $1,759 to write-off of unamortized deferred financing costs (included in other assets in the consolidated balance sheet) for debt that was paid as part of the Merger.

The aggregate maturities of long-term debt (including PIK Notes) for the next five years and thereafter at December 31, are as follows:

Years ended December 31,	Long-Term Debt Maturities
2012	$	3,875
2013	7,750
2014	11,625
2015	15,500
2016	112,057
2017 and thereafter	113,410
Total	$	264,217

Interest Rate Swap Contracts

From time to time Verge had entered into interest rate swap contracts to manage interest rate risk. Such contracts fix the borrowing rates on floating debt to provide a hedge against the risk of rising rates. We were not a party to an interest rate swap contract as of December 31, 2011 and 2010.

By using derivative financial instruments to hedge exposure to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the interest rate swap contract. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate swap contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposure that may adversely impact expected future cash flows, and by evaluating hedging opportunities.

At January 1, 2010, Verge was party to four interest rate swap agreements. One agreement required Verge to pay fixed interest of 4.41% on a total notional value of $30,000, and expired on December 31, 2010. The remaining three agreements each required the Company to pay a fixed interest of 3.6% on a total notional value of $18,000, and expired on June 30, 2010. The $18,000 amortized down along with the debt. Verge had not contemporaneously assessed the effectiveness of its interest rate swap agreements. All of our prior swaps expired during 2010. There was $1,100 interest expense related to the interest rate swaps on the 2010 consolidated statement of operations. See Note 10 — Fair Value Measurements for a further discussion of the fair value of the instrument.

In January 2012, we entered into interest rate swap agreements to manage the risks associated with our variable rate debt as required by our New Credit Agreements. These swaps fix the interest rate at 3.0% on a notional amount of $122,500 of the outstanding debt, are not designated as hedges and expire on March 31, 2015.

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Goodwill

12 Months Ended

Dec. 31, 2011

Goodwill [Abstract]

Goodwill Disclosure [Text Block]

Goodwill

In September 2011, the FASB issued ASU 2011-08 that simplified how entities test for goodwill impairment. This authoritative guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. We early adopted this guidance for our annual goodwill impairment test that was conducted as of December 31, 2011. Goodwill is not amortized, but tested for impairment at least annually or when changes in circumstances indicate an impairment event may have occurred. In performing the 2011 goodwill impairment test, we assessed the relevant qualitative factors and concluded that it is more likely than not that the fair value of our reporting unit is greater than its carrying amount. After reaching this conclusion, no further testing was performed. The qualitative factors we considered included, but were not limited to, general economic conditions, our outlook for business activity, our recent and forecasted financial performance and the price of our common stock.

The recording of goodwill from acquisitions is guided by the principles of ASC 805 - Business Combinations. ASC 805 defines goodwill as an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

In September 2005, Verge purchased the assets of Backtrax Radio Network (“Backtrax”). Backtrax may receive an annual earn-out equal to 26.5% of net profits, as defined in the asset purchase agreement, for a period of seven years. We recorded an additional $68 and $185 of goodwill for theses earn-outs for the years ended December 31, 2011 and 2010, respectively.

The changes in the carrying amount of goodwill for the years ended December 31, 2011 and 2010 are as follows:

Balance - January 1, 2010	$	79,200
Voodoo acquisition	1,524
Backtrax additional consideration	185
Balance - December 31, 2010	80,909
Westwood acquisition	86,144
Backtrax additional consideration	67
Balance - December 31, 2011	$	167,120

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Intangible Assets

12 Months Ended

Dec. 31, 2011

Intangible Assets [Abstract]

Intangible Assets Disclosure [Text Block]

Intangible Assets

Intangible assets by asset type and estimated life as of December 31, 2011 and 2010 are as follows:

		As of December 31, 2011							As of December 31, 2010
	Estimated Life	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Advertiser and producer relationships	15 years	103,901		(26,653		)	77,248		103,901		(19,726		)	84,175
Affiliate service agreements	10 years	65,745		(1,271		)	64,474		—		—			—
Trade names	4 to 5 years	1,780		(1,415		)	365		1,780		(1,051		)	729
Customer relationships	4 years	400		(150		)	250		400		(50		)	350
Technology	8 years	410		(77		)	333		410		(26		)	384
Beneficial lease interests	7 years	1,200		(724		)	476		1,200		(549		)	651
Non-compete agreements	4 years	—		—			—		1,700		(1,346		)	354
Insertion orders	1 year	3,432		(663		)	2,769		—		—			—
		$	176,868	$	(30,953	)	$	145,915	$	109,391	$	(22,748	)	$	86,643

The changes in the carrying amount of intangible assets for the years ended December 31, 2011 and 2010 are as follows:

Balance at January 1, 2010	$	93,630
Additions - Radio Voodoo acquisition	960
Amortization	(7,947		)
Balance at December 31, 2010	86,643
Additions - Westwood acquisition	69,177
Amortization	(9,905		)
Balance at December 31, 2011	$	145,915

Amortization expense included in continuing operations for the years ended December 31, 2011 and 2010 is $9,905 and $7,947, respectively.

Amortization expense for the next five years and thereafter is as follows:

Year Ending December 31:
2012	$	16,905
2013	13,865
2014	13,747
2015	13,552
2016	13,552
2017 and thereafter	74,294
Total amortization expense	$	145,915

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Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

Our financial instruments consist primarily of cash and cash equivalents, restricted investment, accounts receivable, accounts payable, producer payables, accrued expenses, long-term debt, and interest rate swap contracts. The carrying values of our cash and cash equivalents, restricted investment, accounts receivable, accounts payable, producer payables, and accrued expenses approximate fair value due to the short maturity of these instruments. The fair value of our long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The carrying amount of our long-term debt (less the revolving credit facility of $4,600) as of December 31, 2011 and 2010 was $259,617 and $190,441, respectively. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration and risk profile, we have determined the fair value of our debt to be approximately $261,972 and $199,000as of December 31, 2011 and 2010, respectively. In determining the market interest yield curve, we considered our credit rating.

However, considerable judgment is required in interpreting market data to develop estimates of fair value. The fair value estimate presented herein is not necessarily indicative of the amount that we or the debt holders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

The fair value of interest rate swaps is based on forward-looking interest rate curves, as provided by the counter-party, adjusted for our credit risk. Fair value of the liability for contingent consideration related to business combinations is estimated using discounted forecasted revenues.

As of December 31, 2011, assets and liabilities measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	5,627	$	—	$	—
Restricted investment (included in other assets)	538		—		—
Total assets	$	6,165	$	—	$	—
Liabilities
Liability for contingent consideration	$	—	$	—	$	105
	$	—	$	—	$	105

As of December 31, 2010, assets and liabilities measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	2,275	$	—	$	—
Restricted investment (included in other assets)	538		—		—
Total assets	$	2,813	$	—	$	—
Liabilities
Liability for contingent consideration	$	—	$	—	$	1,000
	$	—	$	—	$	1,000

The following table presents our liability for contingent payments on acquisition measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Description	2011			2010
Balance at the beginning of the year	$	1,000		$	—
Payments made	(895		)	—
Business acquired	—			1,000
Balance at the end of the year	$	105		$	1,000

The following table presents our asset measured at fair value on a non-recurring basis:

	For the Year Ended December 31, 2011						For the Year Ended December 31, 2011
Description	Fair Value		Level 3		Impairment Charge		Fair Value		Level 3		Impairment Charge
Asset
Investment (included in other assets)	—		—		561		561		561		561
Total	$	—	$	—	$	561	$	561	$	561	$	561

During 2011, we determined that the impairment on this investment was other-than-temporary based upon its future cash flow analysis and recorded a non-cash impairment charge of $561, which is recorded in other expense, net in the consolidated statements of operations. The impairment resulted in a reduction of the investment balance to $0.

During 2010, the investment was measured for impairment and resulted in a non-cash impairment charge of $561, which is recorded in other expense, net in the consolidated statements of operations. The impairment was primarily due to a significant decline at that time in revenues from 2008 to 2010. We utilized the then current and forecasted financial information, including multiple measures of revenue, net income, and EBITDA, in the determination of the impairment.

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

The income tax benefit from continuing operations consists of the following:

	Years Ended December 31,
	2011			2010
Current tax provision:
Federal	$	—		$	—
State	249			33
Total current tax provision	249			33
Deferred tax (benefit) provision:
Federal	(19,358		)	(671		)
State	(3,632		)	(289		)
Total deferred tax (benefit) provision	(22,990		)	(960		)
Total income tax (benefit) provision	$	(22,741	)	$	(927	)

The income tax (benefit) for continuing operations for the year ended December 31, 2011 was primarily the result of purchase price adjustments which will provide a future source of taxable income enabling us to utilize our net operating losses and the release of our December 31, 2010 valuation allowance. The income tax (benefit) for continuing operations for the year ended December 31, 2010 was primarily the result of losses during the year ended December 31, 2010.

Reconciliations of the difference between income taxes from continuing operations computed at the statutory federal rate, and provision for income taxes for the years ended December 31, 2011 and 2010, are as follows:

	Years Ended December 31,
	2011		2010
Statutory rate	35.0	%	34.0	%
24/7 Formats transaction	5.4		—
Change in valuation allowance	27.0		(29.6	)
Tax exempt income	2.0		—
Transaction fees	(2.0	)	—
Return to provision true-up	3.1		—
Change in statutory rate	—		0.5
State taxes, net of federal benefits	0.6		5.5
Other	0.1		—
	71.2	%	10.4	%

The primary components of temporary differences which give rise to deferred taxes and deferred liabilities are as follows:

	December 31, 2011			December 31, 2010
Deferred tax assets
Capital loss	$	13,735		$	—
Net operating losses	54,123			12,992
Accrued interest	2,737			—
Restructuring	1,637			—
Depreciation	—			1,518
Transaction fees	79			30
Stock-based compensation	977			—
Deferred rent	380			386
Allowance for bad debt	725			90
Investment impairment	462			190
Other	343			195
Total deferred tax assets	75,198			15,401
Deferred tax liabilities
Depreciation	(4,602		)	—
Intangible assets	(49,148		)	(19,323		)
Deferred cancellation of indebtedness	(23,502		)	—
Accrued expense and other	(674		)	(9		)
Total deferred tax liabilities	(77,926		)	(19,332		)
Valuation allowance	(12,930		)	(2,614		)
Net deferred tax liability	$	(15,658	)	$	(6,545	)
Net deferred tax asset — current	1,961			—
Net deferred tax (liability) — non-current	$	(17,619	)	$	(6,545	)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that either some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, tax-planning strategies, and available carry-back capacity in making this assessment.

At December 31, 2011, we had net operating loss carry-forwards (NOLs) available to offset future taxable income of $131,547

for federal, and $116,959 for various state, tax returns. The NOLs expire in various amounts starting from 2018 to 2031.

The authoritative guidance associated with the accounting for uncertainty in income taxes recognized in an enterprise's financial statements prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with this interpretation is a two-step process. The first step is recognition, in which the enterprise determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of the liability to recognize in the financial statements.

We classify interest expense and penalties related to unrecognized tax benefits as income tax expense. The accrued interest and penalties were $1,200 at December 31, 2011. For the year ended December 31, 2011, we recognized $31of interest and penalties. 

Unrecognized tax benefit activity is as follows:

	Unrecognized Tax Benefit
Assumption of Westwood unrecognized tax benefits upon acquisition	$	2,858
Additions for current period tax positions	31
Balance at December 31, 2011	$	2,889

We determined, based upon the weight of available evidence, that it is more likely than not that our tax positions will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the positions.  Therefore, no reserve had been previously accrued until the acquisition of Westwood. The amount of unrecognized benefit that we estimate will be reversed in the next twelve months is $44. Substantially all our unrecognized tax benefits, if recognized, would affect the effective tax rate. We are currently under audit for our 2008 and 2009 U.S. federal income tax returns.

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Statement of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Net loss	$ (10,842)	$ (11,387)
Adjustments to reconcile net loss to net cash (used in) provided by operating activity, net of acquisitions:
Depreciation and amortization	18,986	18,639
Non-cash interest expense	13,055	13,764
Deferred taxes	(22,626)	2,115
Gain from the 24/7 Formats purchase	(4,950)	0
Amortization of original issue discount and deferred financing costs	3,663	1,472
Stock-based compensation	1,280	0
Bad debt expense	401	408
Unpaid Preferred Stock dividend	171	0
Increase in deferred rent	165	306
Loss in investment	561	561
Change in fair value of interest rate swap	0	(1,147)
Gain from re-measurement of investment of discontinued operations	0	(5,573)
Loss in equity investment	0	778
Write-off of loan receivable	0	695
Foreign currency transaction loss	0	13
Accounts receivable	(7,551)	347
Prepaid expenses and other current assets	1,371	894
Other assets	961	(1,576)
Accounts payable	3,561	(2,141)
Accrued expenses and other current liabilities	4,481	20
Other liabilities	(737)	(28)
Total adjustments	12,792	29,547
Net cash provided by (used in) operating activities	1,950	18,160
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(4,286)	(4,580)
Acquisition of Westwood and purchase of 24/7 Formats, net of cash acquired	(1,618)	0
Cash transferred to Digital Services business	(5,877)	0
Acquisitions of business, net of cash acquired	(67)	(31,490)
Net cash used in investing activities	(11,848)	(36,070)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt in Merger	(161,463)	0
Repayments of paid in kind interest	(47,949)	0
Borrowings under First Lien Term Loan	145,800	0
Borrowings under Second Lien Term Loan	82,450	0
Borrowings under First Lien Revolver	9,600	0
Repayment of long-term debt	(8,513)	(11,368)
Payment of contingent liability on acquisition	(895)	0
Principle payment of capital lease obligation	(43)	(243)
Deferred financing costs	(12,045)	(1,515)
Repayment under First Lien Revolver	(5,000)	0
Borrowings from bank line of credit	900	0
Repayment of bank line of credit	(900)	0
Payments of Stock Issuance Costs	(365)	0
Proceeds from long-term debt	0	20,000
Proceeds from issuance of PIK Notes	0	15,000
Issuance of common stock	0	6,075
Net cash provided by financing activities	1,577	27,949
Net increase (decrease) in cash and cash equivalents	(8,321)	10,039
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations	5,627	13,948
Supplemental Disclosures
Interest paid	55,696	6,741
Income taxes	117	0
Non-Cash investing and financing activities:
Assumption of Westwood debt	45,146	0
Distribution of Digital Services business to Triton Digital	(111,859)	0
Issuance of PIK Notes	30,000	0
Fair value of assumed stock-based compensation for the Merger	1,178	0
Accrual of contingent payment on purchase of business	0	1,000
Acquisition under capital lease	0	41
Preferred Class A [Member]
Non-Cash investing and financing activities:
Issuance of stock related to acquisition of Westwood	9,691	0
Common Class A [Member]
Non-Cash investing and financing activities:
Issuance of stock related to acquisition of Westwood	$ 81,830	$ 0

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Discontinued Operations

12 Months Ended

Dec. 31, 2011

Discontinued Operations [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

On July 29, 2011, the then Board of Directors of Verge (pre-Merger) approved a spin-off of the operations of Verge's Digital Services business to a related entity, Triton Digital, Inc. (“Triton Digital”) that was owned by Triton, Verge's sole stockholder at that time. As part of the spin-off, Verge Media, Inc. (our wholly-owned subsidiary) indemnified Triton for damages resulting from claims (subject to limited carve-outs) arising from or directly related to our Radio network business, Verge Media, Inc. or any of our respective subsidiaries (other than digital companies), provided such claims are made on or before April 30, 2013. Verge spun-off the Digital Services business' net assets with a carrying value of $111,859 to Triton Digital for the year ended December 31, 2011.

The results of the Digital Services business included in discontinued operations for all periods presented were as follows:

	Years Ended December 31,
	2011			2010
Revenue	$	23,543		$	32,796
Cost of revenue	9,065			12,395
Gross profit	14,478			20,401
Operating costs	11,899			19,235
Depreciation and amortization	3,867			5,587
Loss from operations	(1,288		)	(4,421		)
Gain from re-measurement of investment	—			5,573
Loss on equity investment	—			(778		)
Other expenses	—			(696		)
Interest income	26			10
Loss from discontinued operations, before provision for income taxes	(1,262		)	(312		)
Income tax provision for discontinued operations	364			3,054
Net loss from discontinued operations	$	(1,626	)	$	(3,366	)

The Digital Services business' results of operations have been removed from our results of continuing operations for all periods presented. Verge was not required to amend or pay down its existing debt in connection with the spin-off of the Digital Services business and therefore we have not allocated interest expense to the discontinued operations accordingly. We have not allocated any corporate overhead to the discontinued operations. We have not had any significant continuing involvement in the Digital Services business since the spin-off. We have continuing activities and cash flows related to the Digital Services business through the Digital Reseller Agreement (see Note 5 — Related Party Transactions) which was entered into on July 29, 2011 and has a four-year term. Under this agreement Verge agreed to provide, at its sole expense and on an exclusive basis (subject to certain exceptions), for four years, services to Triton Digital customarily rendered by network radio sales representatives in the United States in exchange for a commission.

Assets and liabilities of discontinued operations as of December 31, 2010 were comprised of the following:

ASSETS
Current assets:
Cash and cash equivalents	$	11,673
Accounts receivable, net of allowance for doubtful accounts	9,541
Receivable from related party	4,830
Prepaid expense and other assets	873
Total current assets of discontinued operations	26,917
Property and equipment, net	2,034
Intangible assets, net	31,006
Goodwill	70,043
Other assets	1,641
Total non-current assets of discontinued operations	104,724
Total assets of discontinued operations	$	131,641
LIABILITIES
Current liabilities:
Accounts payable	$	973
Producer payable	1,010
Accrued and other current liabilities	7,405
Total current liabilities of discontinued operations	9,388
Deferred tax liability	3,808
Other liabilities	159
Total non-current liabilities of discontinued operations	3,967
Total liabilities of discontinued operations	$	13,355

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Restructuring Charges

12 Months Ended

Dec. 31, 2011

Restructuring Charges [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

Restructuring Charges

In the fourth quarter of 2011, we announced plans to restructure certain areas of our business in connection with the acquisition of Westwood (the “2011 Program”). The 2011 Program includes charges related to the consolidation of certain operations that reduced our workforce levels, closed certain facilities and terminated certain contracts. These actions are expected to continue into 2012. In connection with the 2011 Program, we recorded $3,131 of costs for the year ended December 31, 2011. As of December 31, 2011, liabilities related to restructuring charges of $2,394 are included in accrued expense and other liabilities and are expected to be paid within one year and $1,504 of non-current liabilities are included in other liabilities in the consolidated balance sheets.

The restructuring charges identified in the consolidated financial statements for the year ended December 31, 2011 are comprised of the following:

	Westwood Acquisition		Additions		Cash Utilization			Non-Cash Utilization		Balance  December 31, 2011
Severance	$	183	$	2,372	$	(1,616	)	$	—	$	939
Facilities	2,405		300		(176		)	—		2,529
Contract terminations	—		459		(29		)	—		430
Total	$	2,588	$	3,131	$	(1,821	)	$	—	$	3,898