Townsquare Media Inc. Watch

from 8-K 166 pages Execution Version CG&R Draft Last Saved: 03/31/2015 10:05 Pm 18471007v22 1 2 $325,000,000 3 Credit Agreement 4 Dated as of April 1, 2015 5 Among 6 Townsquare Media, Inc., as Borrower, 7 the Lenders and L/C Issuers Party Hereto 8 and 9 Royal Bank of Canada, 10 as Administrative Agent and Collateral Agent 11 ♦ ♦ ♦ 12 Rbc Capital Markets,1 13 Merrill Lynch, Pierce, Fenner & Smith Incorporated, 14 Suntrust Robinson Humphrey, Inc., 15 Macquarie Capital (USA) Inc. 16 and 17 Jefferies Finance LLC 18 as Joint Lead Arrangers and Bookrunners 19 20 21 1 Rbc Capital Markets Is a Brand Name for the Capital Markets Business of Royal Bank of Canada and Its Affiliates

from S-1/A 23 pages Amendment No. 3 to the Credit Agreement

from S-1/A 14 pages Amendment No. 2 to the Credit Agreement

from S-1/A 15 pages Amendment No. 1 to the Credit Agreement and the Incremental Term Loan Assumption Agreement

from S-1/A 130 pages $10,000,000 Credit Agreement Dated as of April 4, 2012 Among Townsquare Radio, LLC, as Borrower Townsquare Radio Holdings, LLC, as One of the Guarantors the Lenders and L/C Issuers Party Hereto and General Electric Capital Corporation, as Administrative Agent and Collateral Agent ♦ ♦ ♦ Ge Capital Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and Bookrunners